agenda - kern medical · 2017-12-07 · agenda kern county hospital authority board of governors...

AGENDA

KERN COUNTY HOSPITAL AUTHORITY BOARD OF GOVERNORS

Kern Medical 1700 Mount Vernon Avenue

Conference Room 1058 Bakersfield, California 93306

Regular Meeting

Wednesday, December 13, 2017

11:30 A.M.

BOARD TO RECONVENE Board Members: Berjis, Bigler, Lawson, McGauley, McLaughlin, Pelz, Sistrunk

Roll Call: CONSENT AGENDA/OPPORTUNITY FOR PUBLIC COMMENT: ALL ITEMS LISTED WITH A "CA" ARE CONSIDERED TO BE ROUTINE AND NON-CONTROVERSIAL BY KERN COUNTY HOSPITAL AUTHORITY STAFF. THE "CA" REPRESENTS THE CONSENT AGENDA. CONSENT ITEMS WILL BE CONSIDERED FIRST AND MAY BE APPROVED BY ONE MOTION IF NO MEMBER OF THE BOARD OR AUDIENCE WISHES TO COMMENT OR ASK QUESTIONS. IF COMMENT OR DISCUSSION IS DESIRED BY ANYONE, THE ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND WILL BE CONSIDERED IN LISTED SEQUENCE WITH AN OPPORTUNITY FOR ANY MEMBER OF THE PUBLIC TO ADDRESS THE BOARD CONCERNING THE ITEM BEFORE ACTION IS TAKEN. STAFF RECOMMENDATION SHOWN IN CAPS

Kern County Hospital Authority Board of Governors Agenda Regular Meeting 12.13.17

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PUBLIC PRESENTATIONS

1) This portion of the meeting is reserved for persons to address the Board on any matter

not on this agenda but under the jurisdiction of the Board. Board members may respond briefly to statements made or questions posed. They may ask a question for clarification, make a referral to staff for factual information or request staff to report back to the Board at a later meeting. Also, the Board may take action to direct the staff to place a matter of business on a future agenda. SPEAKERS ARE LIMITED TO TWO MINUTES. PLEASE STATE AND SPELL YOUR NAME BEFORE MAKING YOUR PRESENTATION. THANK YOU!

BOARD MEMBER ANNOUNCEMENTS OR REPORTS

2) On their own initiative, Board members may make an announcement or a report on

their own activities. They may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda (Government Code section 54954.2(a)(2))

RECOGNITION

3) Presentation by the Associate Hospital Administrator recognizing the Kern Medical

Epilepsy Monitoring Unit – MAKE PRESENTATION

PUBLIC REQUEST

4) Request of Erica Easton, Executive Director, Kern Medical Foundation, to address the Board regarding Foundation programs and services and the Kern Medical Auxiliary – MAKE PRESENTATION

ITEMS FOR CONSIDERATION

CA 5) Minutes for Kern County Hospital Authority Board of Governors regular meeting on

November 15, 2017 – APPROVE

CA 6) Proposed retroactive Agreement with Compass Group USA, Inc., by and through its

subsidiary, Crothall Healthcare, Inc., an independent contractor, for management of the environmental services departments from December 1, 2017 through November 30, 2023, in an amount not to exceed $3,263,690 –

APPROVE; AUTHORIZE CHAIRMAN TO SIGN


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CA 7) Proposed Amendment No. 1 to Agreement 390-2015 with Bao Quynh N. Huynh, M.D.,

a contract employee, for professional medical services in the Department of Medicine, for the period July 8, 2015 through July 7, 2018, extending the term from July 8, 2018 through December 13, 2020, revising the compensation methodology, and increasing the maximum payable by $1,575,000, from $1,228,000 to $2,803,000, to cover the extended term – APPROVE; AUTHORIZE CHAIRMAN TO SIGN

CA 8) Proposed Agreement with Kern Vascular Call Group, Inc., an independent contractor,

for professional medical services in the Department of Surgery from January 15, 2018 through January 14, 2019, in an amount not to exceed $600,000 –

APPROVE; AUTHORIZE CHAIRMAN TO SIGN CA 9) Proposed Amendment No. 1 to Agreement 909-2015 with Eugene H. Roos, D.O., an

independent contractor, for professional medical services in the Department of Radiology, for the period December 17, 2015 through December 16, 2017, extending the term for one year from December 17, 2017 through December 16, 2018, and increasing the maximum payable by $385,000, from $730,000 to $1,115,000, to cover the extended term –

APPROVE; AUTHORIZE CHAIRMAN TO SIGN CA 10) Request to employ retired Kern County Hospital Authority employee Rosa Martinez, as

Extra Help Physician Assistant, for the period ending June 30, 2018, or 960 hours, whichever occurs first, effective December 14, 2017 – APPROVE

CA 11) Proposed rescission of Agreements 088-2017, 089-2017, 090-2017 and 091-2017 with

McKesson Technologies LLC, an independent contractor, and proposed approval of Agreements (IWS-249098, IWS-249089, IWS-248055, IWS-166248) with McKesson Technologies LLC, containing nonstandard terms and conditions, for purchase of the picture archiving and communication system (PACS) from December 13, 2017 through December 12, 2024, in an amount not to exceed $4,544,192 – APPROVE; AUTHORIZE CHAIRMAN TO SIGN

12) Request to employ retired Kern County Hospital Authority employee Scott Cote, as

Extra Help Clinical Pharmacist, for the period ending June 30, 2018, or 960 hours, whichever occurs first, effective December 14, 2017 –

APPROVE 13) Kern County Hospital Authority Chief Financial Officer report –

RECEIVE AND FILE


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14) Kern County Hospital Authority Chief Executive Officer report – RECEIVE AND FILE

CA 15) Claims and Lawsuits Filed as of November 30, 2017 –

RECEIVE AND FILE ADJOURN TO CLOSED SESSION

CLOSED SESSION

16) Request for Closed Session regarding peer review of health practitioners (Health and

Safety Code Section 101855(j)(2)) – 17) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION

(Government Code Section 54956.9(d)(1)) Name of case: Faried Banimahd, M.D. v. County of Kern, et al., Kern County Superior Court, Case No. S-1500-CV-283225 LHB –

18) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Name of case: Ms. Tammy Arroyo v. County of Kern, et al., Kern County Superior Court, Case No. BCV-17-101712 SDS –

19) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) Name of case: Farzin Tayefeh, M.D., et al. v. County of Kern, et al., Kern County Superior Court, Case No. BCV-15-100647 LHB –

RECONVENE FROM CLOSED SESSION REPORT ON ACTIONS TAKEN IN CLOSED SESSION ADJOURN TO WEDNESDAY, JANUARY 17, 2018, AT 11:30 A.M.


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SUPPORTING DOCUMENTATION FOR AGENDA ITEMS All agenda item supporting documentation is available for public review at Kern Medical Center in the Administration Department, 1700 Mount Vernon Avenue, Bakersfield, 93306 during regular business hours, 8:00 a.m. – 5:00 p.m., Monday through Friday, following the posting of the agenda. Any supporting documentation that relates to an agenda item for an open session of any regular meeting that is distributed after the agenda is posted and prior to the meeting will also be available for review at the same location.

AMERICANS WITH DISABILITIES ACT (Government Code Section 54953.2)

The Kern Medical Center Conference Room is accessible to persons with disabilities. Disabled individuals who need special assistance to attend or participate in a meeting of the Kern County Hospital Authority Board of Governors may request assistance at Kern Medical Center in the Administration Department, 1700 Mount Vernon Avenue, Bakersfield, California, or by calling (661) 326-2102. Every effort will be made to reasonably accommodate individuals with disabilities by making meeting material available in alternative formats. Requests for assistance should be made five (5) working days in advance of a meeting whenever possible.


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15) CLAIMS AND LAWSUITS FILED AS OF NOVEMBER 30, 2017 – RECEIVE AND FILE

A) Civil Complaint for Damages and Injunctive Relief in the matter of Ms. Tammy Arroyo

v. County of Kern, et al., Kern County Superior Court, Case No. BCV-17-101712 SDS B) Second Amended Complaint in the matter of Johnnie H. Jackson and Edward E.

Jackson, Sr. v. County of Kern, Kern County Superior Court, Case No. BCV-16-102723 SPC

C) Claim in the matter of Mission Family Mortuary v. Kern County Hospital Authority D) Claim in the matter of Charles Ellis v. County of Kern E) Claim in the matter of Ronnie Emmett v. Kern County Hospital Authority F) Amended Claim in the matter of Ronnie Emmett v. Kern County Hospital Authority

Epilepsy Center Program Overview

Board of Governors Meeting

December 13, 2017

What an Epilepsy Center Contributes to Kern County

• In Kern County, 33,235 patients have epilepsy

• Approximately 11,000 of those patient are refractory ( 1/3rd

of patient with epilepsy are refractory)

• The closest EMUs are in Southern California

• Long waiting time to get admitted to EMU

• Provider issues with some of the insurances

• Transportation

• Long term commitment for a service that is not provided locally.

• Epilepsy is the 4th most common neurological problem

BETTER CARE FOR PATIENTS WITH EPILEPSY

Creating a Partnership for Comprehensive Neurological Care

Kern Medical Department of

Surgery

Valley Neurosurgery and Neurorestoration

Center

USC Neurorestoration

Center

Team Members

• Hari Veedu M.D., Neurologist

• Joseph Chen, M.D., Neurosurgeon

• Charles Liu, M.D., Neurosurgeon

• Thomas Russin, M.D., Neurosurgeon

• Brian Lee, M.D., Neurosurgeon

• Gary Walters, Nurse Practitioner for Neurosurgery

• Adora Calistro, EEG Tech

• Jeannie Morales, EEG Tech

• Mayra Garcia, EEG Tech

• David Kalish, Cardiopulmonary Manager

Board of Governors Meeting December 13, 2017

Board of Directors

• Mike Maggard ‐ Chairman• Zack Scrivner ‐ Board Member• Greg Bynum – Board Member• Royce Johnson, MD – Board Member• Drew Cassidenti, MD – Board Member• Russell Judd – Secretary

Infusion Clinic at Columbus

JJ’s Legacy Comfort Room

Safe Patient Handling & Patient Mobility Program

Made possible because of a $578,000 grant from Kaiser Permanente

Program launches 12/19

Stay Wonderful ‐ WascoStay Wonderful$50,000 from The Wonderful Company

Health & Wellness Activities‐ Chronic Disease Mgmt‐ Safe Home, Safe Baby‐ High School Physicals‐ Concussion Prevention‐ ServSafe & Job Readiness

Doc for a Day

• Phil McLaughlin• Christina Sistruck

& Berta McCarthy• Greg Bynum

& Angelo Mazzei• Raji Brar• Lori & Bob Malkin• Steven Pelz

& Doug Hayward

• Bob Hampton & David Couch

• Colleen McGauley & Cynthia Lake

• Russ Bigler & Nancy Lawson• Rasmus Jenson

& Mary Martinez• Chuck Gray & Keith Brice• John, Deanna & Joshua Pavletich

Student Union

Simulation Equipment

• Sonosim – OB/GYN (Fetal Monitoring Equipment

• TraumaMan

• FemoraLine Man

• Lap Trainers

• Suturing Kits

Kern Medical Alumni Society

Research & Clinical Trials

• Fleet Study‐ Clinical Trial of Fluconazole (Valley Fever)• Trial of XenMatrix AB Surgical Graft• Psychiatry Community Engagement Study• Positive Psychiatry in Comorbid ADHD with PTSD

Resident Research Forum

Graduation

Valley Fever Institute

Christmas

NICU Santa Pictures ‐ 12/7

NICU Reunion – 12/9

Pediatric Clinic Party – 12/15

History of the Auxiliary

• Started in 1970• Dot Kustner (47 years)• Transitioned to Foundation in January 2017

Auxiliary Today

• Number of Volunteers 80 to 150 (88% increase)

• Sips & Snacks• Revenue $39,082 YTD

• Gift Shop• Revenue $87,271 YTD

Projects Funded ‐More than $30,000• Veinfinders: NICU & Pediatrics

• Cuddle Cot

• Hearing Machine: NICU

• Pediatrics: DVDs & Storage System

• Stroke Video: Fast, Fast Baby

• Emergency & Inpatient Psychiatric Unit (IPU)

Closet

• New TVs and cases for IPU

• Butterfly Babies Program

Volunteer Expansion• Hospitality Team

• Emergency Room (20 Volunteers)• Greeters at Hospital & Columbus

• Valley Fever

• Radiology

• Medical Records

• Epilepsy Program (EMU)

• Information Technology

• Lactation

• Administrative Asst. at Columbus

Redesigned Bereavement Program

Memory Boxes

Bereavement Materials

Condolence Cards

Cuddle Cot

Auxiliary Newsletter

Area Council

Octopiin the NICU

How you can help!

• Make a gift

• Identify potential community members:‐ Donors‐ Board Members ‐ Doc for a Day participants

SUMMARY OF PROCEEDINGS


Kern Medical

1700 Mount Vernon Avenue Conference Room 1058

Bakersfield, California 93306

Regular Meeting Wednesday, November 15, 2017

11:30 A.M.

BOARD RECONVENED Directors present: Berjis, Bigler, Lawson, McGauley (arrived at 11:35 a.m. after the vote on the consent agenda), McLaughlin, Pelz (arrived at 11:35 a.m. after the vote on the consent agenda), Sistrunk Directors absent: None NOTE: The vote is displayed in bold below each item. For example, Lawson-McLaughlin denotes Director Lawson made the motion and Vice Chair McLaughlin seconded the motion. CONSENT AGENDA/OPPORTUNITY FOR PUBLIC COMMENT: ALL ITEMS LISTED WITH A "CA" WERE CONSIDERED TO BE ROUTINE AND APPROVED BY ONE MOTION. BOARD ACTION SHOWN IN CAPS

PUBLIC PRESENTATIONS

1) This portion of the meeting is reserved for persons to address the Board on any matter

not on this agenda but under the jurisdiction of the Board. Board members may respond briefly to statements made or questions posed. They may ask a question for clarification, make a referral to staff for factual information or request staff to report back to the Board at a later meeting. Also, the Board may take action to direct the staff to place a matter of business on a future agenda. SPEAKERS ARE LIMITED TO TWO MINUTES. PLEASE STATE AND SPELL YOUR NAME BEFORE MAKING YOUR PRESENTATION. THANK YOU! NO ONE HEARD


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BOARD MEMBER ANNOUNCEMENTS OR REPORTS

2) On their own initiative, Board members may make an announcement or a report on

their own activities. They may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda (Government Code section 54954.2(a)(2))

CHAIRMAN BIGLER AND DIRECTOR BERJIS REPORTED ON THEIR ATTENDANCE AT ‘THE MAGIC OF KERN MEDICAL: AN EVENING TO CELEBRATE THE PHYSICIANS OF KERN MEDICAL,’ THURSDAY, NOVEMBER 9, 2017, AND EXPRESSED THEIR APPRECIATION TO THE KERN MEDICAL FOUNDATION FOR ITS PARTICIPATION IN THE EVENT

ITEMS FOR CONSIDERATION CA 3) Minutes for Kern County Hospital Authority Board of Governors regular meeting on

October 18, 2017 – APPROVED Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 4) Proposed retroactive Agreement with CareFusion Solutions, LLC, an independent

contractor, containing nonstandard terms and conditions, for purchase of Pyxis® medication dispensing units from November 7, 2017 through November 6, 2022, in an amount not to exceed $2,575,260 –

APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 074-2017 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 5) Proposed First Amendment to Operating Agreement of Kern Medical Surgery Center,

LLC, by Kern County Hospital Authority, in its capacity as the sole member, revising Exhibit “A” to reflect all capital contributions, increasing the cash contribution by $500,000, from $1,500,000 to $2,000,000, and adding in-kind contributions, including but not limited to, legal, financial, management, administrative, contracting, lease agreement, equipment, and insurance, effective November 15, 2017 – MADE FINDING AGREEMENT COMPLIES WITH INTERNAL REVENUE SERVICE PLR-138562-15, DATED MAY 25, 2016, AND CHAPTER 2.170 OF THE KERN COUNTY ORDINANCE CODE; APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 085-2017 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz


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CA 6) Proposed retroactive Amendment No. 1 to Agreement 2016-072 with Arman G. Froush,

D.O., a contract employee, for professional medical services in the Department of Radiology, for the period January 21, 2017 through January 20, 2020, revising payment for excess call coverage, and increasing the maximum payable by $395,000, from $1,880,000 to $2,275,000, to cover the term – 076-2017

APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMEMT Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 7) Proposed retroactive Agreement with James E. Thompson, Inc., doing business as

JTS Construction, an independent contractor, for construction management services related to the NOC IT hub at Sagebrush Medical Plaza, effective October 17, 2017, in an amount not to exceed $717,500 –

MADE FINDING PROJECT IS EXEMPT FROM FURTHER CEQA REVIEW PER SECTIONS 15301 AND 15061(b)(3) OF STATE CEQA GUIDELINES; APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 077-2017 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 8) Proposed retroactive Amendment No. 5 to Agreement 472-2009 with Morrison

Management Specialists, Inc., an independent contractor, for management of the dietary and food and nutrition services departments, extending the term from June 27, 2018 through June 30, 2023, adding one clinical dietitian, revising the cost of services, and increasing the maximum payable by $6,434,394, to cover the extended term – APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 078-2017 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 9) Proposed retroactive Amendment No. 1 to Agreement 26716 with Naheedy and

Zarandy Medical Group, Inc., an independent contractor, for professional medical services in Department of Radiology, for the period November 1, 2016 through October 31, 2018, adding payment for excess coverage, and increasing the maximum payable by $80,000, from $570,000 to $650,000, to cover the term –

APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 079-2017 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 10) Proposed selection of Milliman, an independent contractor, to recommend an alternate

retirement plan for Kern Medical employees hired on or after July 1, 2018 – APPROVED; AUTHORIZED CHIEF EXECUTIVE OFFICER TO DEVELOP

AGREEMENT Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz


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CA 11) Proposed Resolution establishing meeting dates of the Kern County Hospital Authority

Board of Governors for calendar year 2018 – APPROVED; ADOPTED RESOLUTION 2017-009

Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz CA 12) Proposed retroactive Resolution authorizing the Chief Executive Officer, Chief

Financial Officer, Chief Strategy Officer, and Director of Finance, to establish one or more zero balance accounts with banking and investment institutions and sign banking instruments, effective July 1, 2016 –

APPROVED; ADOPTED RESOLUTION 2017-010 Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 13) Proposed Agreement with Bradley J. Phillips, M.D., a contract employee, for

professional medical services in the Department of Surgery from November 15, 2017 through November 14, 2020, in an amount not to exceed $2,400,000 – APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 080-2017 SUBJECT TO APPROVAL AS TO FORM BY COUNSEL Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 14) Proposed retroactive rescission of Agreement 2017-42 with Aisha W. Shaheen, M.D.,

a contract employee, for professional medical services in the Department of Surgery, effective September 15, 2017 – APPROVED; AUTHORIZED CHIEF EXECUTIVE OFFICER TO SIGN AND ISSUE NOTICE OF RESCISSION Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

CA 15) Request to employ retired Kern County Hospital Authority employee Anna Rippy, as

Extra Help Hospital Staff Nurse II, for the period ending June 30, 2018, or 960 hours, whichever occurs first, effective November 16, 2017 –

APPROVED Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

16) Proposed Agreements (Schedule No. 3, Schedule No. 4, Sales Order 1-65FB0P5,

Sales Order 1-63XGF18) with Cerner Corporation, an independent contractor, containing nonstandard terms and conditions, for purchase of the Cerner electronic health record from November 15, 2017 through November 14, 2024, in an amount not to exceed $38,776,601 – APPROVED; AUTHORIZED CHIEF EXECUTIVE OFFICER TO SIGN AGREEMENTS 081-2017, 082-2017, 083-2017, AND 084-2017 SUBJECT TO APPROVAL AS TO FORM BY COUNSEL Berjis-Pelz: All Ayes


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17) Proposed Agreement with IBM Credit LLC, an independent contractor, for financing of the Cerner electronic health record from November 15, 2017 through November 14, 2020, in an amount not to exceed $5,565,720 –

APPROVED; ADOPTED RESOLUTION 2017-011; AUTHORIZED CHAIRMAN TO SIGN AGREEMENT 083-2017 Pelz-Berjis: All Ayes

18) Proposed Agreements (P201710019602, IWS-249098, IWS-249089, IWS-248055,

IWS-166248) with McKesson Technologies LLC, an independent contractor, for purchase of the picture archiving and communication system (PACS) from November 15, 2017 through November 14, 2024, in an amount not to exceed $4,541,460 – APPROVED; AUTHORIZED CHAIRMAN TO SIGN AGREEMENTS 087-2017, 088-2017, 089-2017, 090-2017 AND 091-2017 McGauley-Sistrunk: All Ayes

19) Kern County Hospital Authority Chief Financial Officer report –

RECEIVED AND FILED Berjis-Pelz: All Ayes

20) Kern County Hospital Authority Chief Executive Officer report – RECEIVED AND FILED Sistrunk-Berjis: All Ayes

CA 21) Claims and Lawsuits Filed as of October 31, 2017 –

RECEIVED AND FILED Sistrunk-Lawson: 5 Ayes; 2 Absent - McGauley, Pelz

ADJOURNED TO CLOSED SESSION McGauley-Sistrunk

CLOSED SESSION

22) Request for Closed Session regarding peer review of health facilities (Health and Safety Code Section 101855(j)(2)) – SEE RESULTS BELOW

23) Request for Closed Session regarding peer review of health practitioners (Health and

Safety Code Section 101855(j)(2)) – SEE RESULTS BELOW 24) PUBLIC EMPLOYEE PERFORMANCE EVALUATION - Title: Chief Executive Officer

(Government Code Section 54957) – SEE RESULTS BELOW

RECONVENED FROM CLOSED SESSION Pelz-Lawson


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REPORT ON ACTIONS TAKEN IN CLOSED SESSION

Item No. 22 concerning a Request for Closed Session regarding peer review of health facilities (Health and Safety Code Section 101855(j)(2)) – HEARD; NO REPORTABLE ACTION TAKEN Item No. 23 concerning a Request for Closed Session regarding peer review of health practitioners (Health and Safety Code Section 101855(j)(2)) – HEARD; BY A UNANIMOUS VOTE (MOTION BY DIRECTOR LAWSON, SECOND BY DIRECTOR MCGAULEY), THE BOARD APPROVED ALL PROVIDERS RECOMMENDED FOR INITIAL APPOINTMENT, REAPPOINTMENT, REVIEW AND RELEASE OF PROCTORING, CHANGE IN STAFF STATUS, VOLUNTARY RESIGNATION OF PRIVILEGES, AND AUTOMATIC TERMINATION OF PRIVILEGES; NO OTHER REPORTABLE ACTION TAKEN Item No. 24 concerning PUBLIC EMPLOYEE PERFORMANCE EVALUATION – Title: Chief Executive Officer (Government Code Section 54957) – HEARD; NO REPORTABLE ACTION TAKEN

ADJOURNED TO WEDNESDAY, DECEMBER 13, 2017, AT 11:30 A.M. Sistrunk /s/ Mona A. Allen

Authority Board Coordinator /s/ Russell E. Bigler

Chairman, Board of Governors Kern County Hospital Authority

Owned and Operated by the Kern County Hospital Authority

A Designated Public Hospital

1700 Mount Vernon Avenue | Bakersfield, CA 93306 | (661) 326-2000 | KernMedical.com

BOARD OF GOVERNORS KERN COUNTY HOSPITAL AUTHORITY REGULAR MEETING

December 13, 2017

Subject: Proposed Retroactive Agreement with Compass Group USA, Inc., by and through its

subsidiary, Crothall Healthcare, Inc., for management of Environmental Support Services

Recommended Action: Approve; Authorize Chairman to sign

Summary: Kern Medical proposes a new agreement with Compass Group USA, Inc., by and through its subsidiary, Crothall Healthcare, Inc., for management of Environmental Services Departments (EVS), including: housekeeping, laundry and linen, patient transport, and communications. This agreement is for a term of six years from December 1, 2017 through November 30, 2023, provides a $250,000 multi-service discount on the management cost, and provides $50,000 in new investment dollars and $41,461 carryover investment dollars from the previous agreement with Crothall Healthcare, Inc., that Kern Medical can use on upgrading EVS facilities and equipment. The total not-to exceed cost of the six-year agreement is $3,263,690, not including the multi-service discount and new and carryover capital investments. The overall costs include a Crothall management fee and salaries, wages, and benefits of on-site Crothall employees, which include the director and managers charged with managing all EVS activity in the hospital.

1

Service Agreement Between

KERN COUNTY HOSPITAL AUTHORITY and

CROTHALL HEALTHCARE, INC. ________________________________________________________________________ This AGREEMENT (“Agreement”) is entered into on this December 13, 2017 (the “Effective Date”), by and between KERN COUNTY HOSPITAL AUTHORITY, a local unit of government which owns and operates Kern Medical Center, located at 1700 Mount Vernon Avenue, Bakersfield, CA 93306 (“Client”), and CROTHALL HEALTHCARE, INC. by and through its subsidiary Crothall Healthcare, Inc., a Delaware corporation with its principal office located at 1500 Liberty Ridge Drive, Suite 210, Wayne, Pennsylvania 19087 (“Crothall”). Crothall and Client may at times be individually referred to as a “Party” or collectively referred to as the “Parties”.

W I T N E S S E T H:

WHEREAS, based upon its extensive experience, Crothall is prepared to and desires to render the services to Client identified in the Statement of Work attached to this Agreement as Exhibit A (the “Services”); and

WHEREAS, Client desires to contract with Crothall for the performance of the Services for Client at the location(s) identified in Exhibit A (“Location” or “Locations”); and

WHEREAS, the Parties previously entered into a Management Agreement (Kern County

Agreement #519-2009) on June 23, 2009, as amended (“Management Agreement”), however, the parties have agreed that the QIP program attached as Exhibit A-4 shall continue until the close of business on June 26, 2018; and

WHEREAS, the Parties acknowledge and agree that the Management Agreement shall be

terminated effective at midnight on November 14, 2017, and this Agreement shall take effect at 12:01a.m. on November 15, 2017; and

WHEREAS, Client is authorized to enter into this Agreement on behalf of each Location identified

herein. NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Facility Access. Client shall provide Crothall access to the facilities and equipment where

the Services are to be performed at each Location, as well as all utilities, including internet service, necessary to perform the Services. Client shall provide Crothall with adequate and appropriate office and storage space, as well as adequate and appropriate office furniture and equipment for such space in the primary area of each Location, and if applicable, dressing rooms, rest rooms and locker facilities, at no charge. Client shall be responsible for the cost of any improvements, repairs, or replacements that are necessary to bring each Location’s facilities into compliance with Applicable Laws. Client recognizes its obligation to identify the presence of any environmental hazards that pose an unreasonable health risk to employees working in the Locations, and to take steps as may be required by federal, state and local laws, to communicate the presence of such hazards and take appropriate remedial action. Client and Crothall shall cooperate with each other and work together to identify and train employees with respect to such environmental hazards.

2

2. Personnel.

a. Client’s Rules. Those individuals who are on Crothall’s payroll and assigned to

perform Services on-site at a Location (“Crothall Personnel”), shall adhere to the Client’s policies applicable to Crothall at all times while on-site at a Location. All applicable policies will be provided to Crothall prior to coming to an on-site Location. Crothall Personnel shall also perform their respective tasks in accordance with the requirements and standards set forth in this Agreement.

b. Pre-Employment Screenings and Testing for Crothall Personnel. Crothall

Personnel will comply with Crothall’s pre-employment policies, including its background check policy. Any additional Client pre-employment screening requirements for Crothall Personnel shall be identified in Exhibit A. Crothall Personnel will further comply with all immunization, health and disease testing required by the Client or otherwise required by Applicable Law (as defined in Section 12(a)). Client will conduct all employee physicals, immunizations, and health and disease testing for Crothall Personnel in accordance with Client policies and procedures. Each Party’s responsibility for the costs of the foregoing items is set forth in Exhibit A.

c. Personnel Responsibilities. Each Party’s responsibility for providing personnel

for the Services shall be as set forth in Exhibit A. Crothall will be responsible for paying all Wages and Salaries (defined below) and associated payroll costs, including Crothall’s applicable Management Fringe Rate and Hourly Fringe Rate, for Crothall Personnel. Client will be responsible for all costs associated with personnel who are on the Client’s payroll at any Location, including, but not limited to, all Wages and Salaries, travel and education, recruitment, background checks, physicals, immunizations, and health and disease testing. Crothall shall not be a party to, or negotiate on behalf of Client, any of Client’s collective bargaining agreements, nor shall Crothall be an employer or a joint employer of any personnel employed by Client. In addition, Client shall be solely responsible for all communications with its own employees, including the distribution of any written materials, relating to any collective bargaining negotiations that involve Client’s personnel. “Wages and Salaries” means all wages and salaries including regular pay, incentive pay, vacation pay, sick pay, bereavement leave, applicable Fringe Rate (defined below) and legal holiday pay. Crothall’s “Management Fringe Rate” and “Hourly Fringe Rate” refers to a percentage rate of Wages and Salaries for direct and indirect payroll taxes, workers’ compensation insurance, employer’s portion of state and federal unemployment compensation tax, social security tax, accident and health insurance, life insurance and retirement plan contributions, legal costs, fringe benefits, and related overhead and may be collectively referred to as the “Fringe Rates.” As used in this Agreement, “Management Personnel” shall mean all supervisory employees performing the Services. “Non-Supervisory Personnel” shall mean all non-supervisory personnel performing the Services.

d. Removal of Crothall Personnel. The Client shall have the right to request the

replacement of any Crothall Personnel whose continued presence, in the reasonable judgment of the Client, is not in the best interest of the Client, its patients, or its staff; provided that such request is in writing, does not contravene with Applicable Laws, and Crothall is first given an opportunity to respond and address such issues consistent with this Agreement. Crothall’s obligation to comply with any such request shall also be subject to restrictions imposed upon Crothall by any collective bargaining agreement or other contract affecting such Crothall Personnel.

3. Term of Agreement. The term of this Agreement shall commence on December 1, 2017

(the “Effective Date”) and shall continue until November 30, 2023 (the “Initial Term”) unless earlier terminated pursuant to other provisions of this Agreement as herein stated. This Agreement may renew for additional one (1) year terms (“Renewal Terms”) by written amendment of the Parties.

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4. Termination of Agreement.

a. Termination for Cause. Subject to Crothall’s right to terminate for nonpayment per paragraph b. below, either Party may terminate this Agreement upon a material breach by the other Party of the terms and conditions set forth herein on sixty (60) days written notice of its intention to cancel this Agreement if such breach has not been corrected within that time period (the “Cure Period”). At the end of the Cure Period, the non-breaching Party shall determine that either (i) the breach has been corrected, in which case this Agreement will continue in full force and effect subsequent to the Cure Period, or (ii) the breach has not been corrected, in which event the non-breaching Party may, by further written notice, cancel this Agreement sixty-five (65) days from the end of the Cure Period. In the event that the non-breaching Party does not act pursuant to either (i) or (ii) above, the breach shall be deemed corrected and the Agreement shall continue in full force and effect thereafter. b. Termination for Non-Payment. Crothall may terminate this Agreement upon seven (7) days’ prior written notice if the Client fails to timely pay any amounts due (subject to the Client’s right to cure prior to the end of the seven (7) day notice period).

c. Termination for Non-Appropriation. Client, as a government entity, reserves

the right to terminate this Agreement upon providing Crothall at least thirty (30) days’ prior written notice in the event insufficient funds are appropriated for this Agreement in any fiscal year under the provisions of California Constitution Article 16 section 18a. Client’s fiscal year is July 1 to June 30 of each calendar year. Upon such termination, Client will be released from any future financial obligation to pay Crothall’s Fees, but will be obligated to pay Crothall’s Fees for the Services performed prior to the date of termination as well as any amounts due to Crothall upon (i) this clause being exercised, such as Client’s repayment obligations under Exhibit A, Sections 4(d) and 4(e), or (ii) a breach of any clause that survives the termination of this Agreement.

d. Termination Cooperation. Upon the termination of this Agreement, for any

reason, Crothall and Client shall act in the spirit of reconcilable cooperation and good faith, to achieve an orderly transition of operations back to Client or Client’s designee.

e. Termination By Service or Termination By Location. The termination rights

set forth in this Agreement may be applied to one or more Services or Locations without terminating any other Service(s) or Location(s) covered under this Agreement.

5. Insurance Coverage.

a. Types of Insurance. Each Party shall procure and maintain during the term of this Agreement the following insurance:

i. Workers’ Compensation and Employers Liability Insurance with workers’

compensation in compliance with the laws of the State of California for the employees on a Party’s payroll and employer’s liability insurance in accordance with the provisions of section 3700 of the California Labor Code. The Parties shall require any subcontractors to provide workers’ compensation for all of the subcontractors’ employees, unless the subcontractors’ employees are covered by the insurance afforded by the Party. If any class of employees engaged in work or services performed under this Agreement is not covered by California Labor Code section 3700, the Parties shall provide and/or require each subcontractor to provide adequate insurance for the coverage of employees not otherwise covered. The Parties shall maintain employer’s liability insurance with limits of $1,000,000 each accident/each employee/policy limit for bodily injury or disease.

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ii. Property Insurance covering a Party’s real and personal property now or hereafter located at the Client’s Locations against “All Risk” of Loss in an amount at least equal to replacement value. “All Risk” shall mean at a minimum coverage for Special Causes of Loss perils.

iii. Commercial General Liability Insurance including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of this Agreement), Products-Completed Operations Hazard, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of a Party’s performance of work under this Agreement. The Commercial General Liability Insurance shall contain no exclusions or limitation for independent contractors working on the behalf of the named insured. The Parties shall maintain the Products-Completed Operations Hazard coverage for the longest period allowed by law following termination of this Agreement. The Commercial General Liability Insurance shall provide a minimum limit of liability of $1,000,000 per occurrence and $2,000,000 aggregate.

iv. Automobile Liability Insurance against claims of Personal Injury

(including bodily injury and death) and Property Damage covering any vehicle and/or all owned, leased, and hired vehicles used in the performance of services pursuant to this Agreement, with coverage equal to the policy limits, which shall be at least $1,000,000 each occurrence. v. Excess Liability Insurance providing excess coverage over the underlying Commercial General Liability and Employers Liability Policies. The limit of liability shall be $5,000,000 per occurrence/aggregate. b. If any of the insurance coverages required under this Agreement is written on a claims-made basis, the Parties, at the Parties’ option, shall either (i) maintain said coverage for at least three (3) years following the termination of this Agreement with coverage extending back to the Effective Date of this Agreement; (ii) purchase an extended reporting period of not less than three (3) years following the termination of this Agreement; or (iii) acquire a full prior acts provision on any renewal or replacement policy.

c. Certificate of Insurance. Each Party shall provide a Certificate of Insurance evidencing its insurance coverage upon request of the other Party.

d. The above stated insurance coverages required to be maintained by the Parties shall

be maintained until the completion of all obligations under this Agreement except as otherwise indicated herein. Each required insurance policy supplied by a Party must be endorsed to provide that the coverage shall not be cancelled except after 10 days’ prior written notice in the case of non-payment of premiums, or 30 days’ prior written notice in all other cases. This notice requirement does not waive the insurance requirements stated herein. The Parties shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits have been exhausted or upon insolvency of the insurer that issued the policy.

e. All insurance shall be issued by a company or companies admitted to do business

in California and listed in the current “Best’s Key Rating Guide” publication with a minimum rating of A-; VII. Any exception to these requirements must be approved by the other Party.

f. All insurance afforded by the Parties pursuant to this Agreement shall be primary

to and not contributing to all insurance or self-insurance maintained by the other Party. An endorsement shall be provided on all required policies, except professional liability/errors and omissions, which shall waive any right of recovery (waiver of subrogation) against the other Party. Primary insurance coverage to and not contributing to all insurance or self-insurance maintained by the other Party, does not affect the

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possible contributory negligence of the Parties in their requirement to indemnify the other Party. g. Insurance coverages in the minimum amounts set forth herein shall not be

construed to relieve a Party of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude a Party from taking such other actions as are available to it under any other provision of this Agreement or otherwise in law.

h. Failure by a Party to maintain all such insurance in effect at all times required by this Agreement shall be a material breach of this Agreement, and the other Party, at its sole option, may terminate this Agreement immediately.

i. Self-Insurance. Client self-insures as a matter of normal business practice, and

will continue to self-insure for the term of this Agreement in at least the minimum amounts necessary to meet reasonable risks. Client, upon request of Crothall, shall forward documentation to Crothall that Client self-insures as a matter of normal business practice. Crothall will accept reasonable proof of self-insurance comparable to the above requirements.

6. Indemnity.

a. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify,

defend, and hold harmless the other Party, its parent company, affiliates, subsidiaries and their respective directors, officers, agents, employees, volunteers and authorized representatives (collectively, the “Indemnified Party”), with respect to any and all liabilities, losses, claims, suits, damages, taxes, charges and demands of any kind and nature by any party which the Indemnified Party may incur or suffer to the extent arising out of the negligent acts or omissions of the Indemnifying Party, authorized representatives, or its employees. The Indemnifying Party shall not be required to indemnify, defend and hold harmless the Indemnified Party for any liabilities, losses, claims, suits, damages, taxes, charges or demands of any kind or nature to the extent arising out of any negligent acts or omissions of the Indemnified Party, its employees or a third party. Without limiting the generality of the foregoing, the same shall include bodily and personal injury or death to any person or persons; damage to any property, regardless of where located, including the property of Client; and any workers’ compensation claim or suit arising from or connected with any services performed pursuant to this Agreement on behalf of a Party by any person or entity.

b. Release: Each Party has the obligation and responsibility to adequately insure its

real and/or personal property against loss or damage caused by fire and extended coverage perils. The Parties waive all rights of recovery against each other and their subsidiaries, officers, directors, trustees, volunteers and employees, including subrogation rights, for such loss or damage to the waiving Party unless loss or damage is caused by malicious actions of a Party.

c. Limitation of Liability. Crothall’s total liability for damages, or otherwise,

resulting from its performance or nonperformance under this Agreement or with regards to any obligations/responsibilities herein shall not exceed the aggregate of Crothall’s charges to the Client during the first twelve (12) months from the Effective Date of this Agreement. Neither Party shall have any liability to the other Party or to anyone else for any special and/or consequential damages, whether foreseeable or not, including but not limited to lost revenues or profits, cost of capital or any other similar form of economic loss resulting from this Agreement, under any circumstances or under any theory of liability. Notwithstanding anything to the contrary, the limitations of liability shall not apply to, affect, or limit any of the Parties’ duties to indemnify the other Party for third-party claims in accordance with this Agreement. For purposes of this Section 6.c., “third parties” as used in “third-party claims” does not include the Parties’ personnel within their scope of employment.

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7. Dispute Resolution. a. Initiation of Dispute Resolution. If any dispute arises on matters concerning this

Agreement, either Party may initiate the dispute resolution procedures of this Section by providing notice to the other Party of the existence and nature of the dispute. The dispute shall be referred to designated representatives of Client and Crothall, respectively, who shall attempt to resolve the dispute. If such representatives can resolve the dispute, such resolution shall be reported in writing to and shall be binding upon the parties. If this dispute involves an amount due under the terms of this Agreement, then the Client agrees to pay all item(s) not in dispute timely in accordance with the terms of this Agreement. Crothall agrees that it will not charge interest on any item(s) in dispute for a period of sixty (60) days after the receipt of the Client’s written explanation of the dispute.

b. Referral to Senior Executives. In the event the dispute cannot be resolved by the

designated representative of each Party within five (5) days (or such longer period as mutually agreed by the parties), either party may demand in writing that the dispute be submitted to senior executives for resolution. Upon receipt of such demand, each Party shall designate immediately a senior executive with authority to resolve the dispute. The designated senior executives shall begin discussions promptly in an effort to agree upon a resolution of the dispute. If the senior executives do not agree upon a resolution of the dispute within seven (7) days of the date that such demand was made (or such longer period as mutually agreed by the parties), then either Party may elect to abandon executive discussions and resort to any and all applicable legal remedies.

8. Auditing. Crothall shall maintain accurate books and records in connection with its provision

of Services. Crothall shall retain such books and records for a period of four (4) years form the date of final payment under this Agreement, or until after the conclusion of any audit that commences within the prescribed period, whichever occurs last. Crothall will make such books and records available to the Client for auditing purposes to confirm that Crothall’s charges to the Client and Services provided by Crothall are consistent with the terms of this Agreement. The Client may audit Crothall’s relevant books and records any time during regular business hours upon two (2) business days’ prior written notice at the location where Crothall maintains such records (or another location if mutually agreed upon by the Parties in writing); provided, however, that Crothall’s records may not be audited more than once during any consecutive twelve (12) month period, unless required by the state of California or any federal agency having an interest in the subject of this Agreement who shall have the same rights conferred upon Client herein.

9. Force Majeure Events.

a. Force Majeure Defined. Neither Crothall nor Client shall have any liability for breach of this Agreement for failing to perform the Services when performance is prevented by force majeure. The term "force majeure" shall mean any government requirement or request; war; public disorders; acts of enemies; terrorism; sabotage; strikes; lockouts; picketing; protected, concerted labor activity or other labor or employment difficulties; fires; floods; earthquakes; pandemics or epidemics; acts of God; natural disasters; accidents or breakdowns (whether or not preventable); or any other cause beyond the reasonable control of either party.

b. Operating During a Force Majeure Event. The Client and Crothall understand

and agree that force majeure events may, instead of preventing performance, interfere with the efficient performance of the Services, and will result in direct and indirect costs not reflected in Crothall’s Rates (as defined in Exhibit A). The Parties agree that under such conditions, Crothall will work together with the Client in good faith to provide Services and develop appropriate responses and courses of action, as is practical and reasonable under the circumstances. If Client requests that Crothall provide the Services to

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one or more Locations during a force majeure event, then any financial guarantees, performance guarantees, and Service penalties will not apply under these conditions. Crothall will continue to perform the Services and charge the Client the applicable Crothall Rate and any additional costs incurred by Crothall due to the force majeure event. The preceding sentence shall not apply to any food and nutrition Services Crothall is providing hereunder; instead, Crothall shall charge the Client for all costs and expenses associated with or incurred by Crothall to provide any such food and nutrition Services.

10. Employment Commitment.

a. The Parties agree that at no time during the term of this Agreement or for a period of two (2) years immediately following the expiration or termination of this Agreement for any reason (the “Period of Restriction”), shall they, or their respective agents or representatives attempt to recruit, employ, or use the services of, directly or indirectly, any salaried (exempt) employee of the other Party without the other Party’s prior written consent. The Client and each Location also agree that they will not allow any Crothall salaried (exempt) employee to perform services on or from a Location’s facility during the Period of Restriction (whether employment is by the Client, a Location, a subsequent third party contractor, or otherwise).

b. If a Party violates paragraph a. above, then the Party who has committed the

violation agrees to reimburse the other Party an amount equal to two (2) years’ of each such employee’s then current salary (or, in the case of past employees, such employee’s salary immediately prior to termination) as liquidated damages, not as a penalty. Acceptance of such payment does not constitute a waiver of any other remedies or rights a Party seeking to enforce other provisions of this Agreement may have either at law or in equity, including temporary restraining orders or injunctive relief.

c. The restrictions set forth in this Section shall not apply to an employee of a Party

who has ceased working for that Party for more than one (1) year at the time he or she is hired by the other Party.

11. Compliance with Applicable Law.

a. Applicable Laws. Crothall and the Client agree to comply with all Applicable Laws. “Applicable Laws” shall mean and refer to federal, state and/or local laws, statutes, regulations, ordinances or other legal requirements, to the extent applicable to the Services. b. Compliance with Laws and Regulatory Standards. Crothall shall perform the Services in a manner that is consistent with (1) all Applicable Laws; (2) all standards applicable to the Services and the individuals performing such Services which are promulgated by the Joint Commission (the “JC”); and (3) policies and procedures which are applicable to Crothall’s performance of the Services, which specific policies and procedures shall be Crothall’s unless otherwise mutually agreed upon by the parties. Notwithstanding the foregoing, this provision shall not be construed to require Crothall to assume the cost associated with bringing Client into regulatory compliance or for developing or implementing policies and procedures for Client as it pertains to existing or new laws where the Client, its policies and procedures, its Location or any of the equipment supplied by the Client or a Location are not in compliance. With regard to any fees, discounts, commissions, charges, donations or investments that are provided to the Client, the Client is solely responsible for any cost reporting or other compliance with state or federal agencies under Medicare/Medicaid programs.

c. Unlawful Discrimination. Neither Party will discriminate in any unlawful

manner. Any changes necessary to the physical facility to comply with the Americans with Disabilities Act will be the Client’s responsibility. The parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-

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300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that the parties take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, sexual orientation, gender identity, protected veteran status or disability. Further, the Parties agree to comply with 29 CFR Part 471, Appendix A to Subpart A.

1. Immigration Compliance. Crothall shall comply with all provisions of

immigration law with respect to hiring, recruiting, or referring for employment persons whose authorization for employment in the United States has been verified, and shall provide Client with an attestation of such verification, as required in 8 USC section 1324a, if requested by Client. Without limiting the generality of the indemnification in section 6, Crothall agrees to indemnify, defend, and hold harmless Client, its agents, officers, and employees, from any liability, damages, or causes of action arising out of Crothall’ failure to comply with this section.

d. Licenses. Crothall shall obtain and maintain all federal, state and local licenses

and permits required to perform the Services on behalf of the Client (other than licenses related to service of alcohol, the cost for and procurement of which will be the Client’s responsibility).

12. Confidential Information and Proprietary Materials.

a. Proprietary Information. “Proprietary Information” shall mean and refer to all trade secrets and/or confidential or proprietary information related to the business of Crothall or the Client or their respective affiliates, in any physical, electronic, computerized or other form, including but not limited to: technical and nontechnical data related to operations; computer programs; software; manuals; videotapes; methods; techniques; processes; finances; pricing and pricing information; actual or potential customers and suppliers; existing and future products or services; recipes; menus; production sheets; policy, procedure and/or personnel manuals; employees of Crothall, the Client, and their respective affiliates; any information which has been disclosed to Crothall or the Client by a third party which Crothall or the Client is obligated to treat as confidential; and the terms and conditions of this Agreement.

b. Precautions. The Party receiving Proprietary Information (the “Receiving Party”)

from the other Party (the “Disclosing Party”), will take all reasonable precautions, including adequate procedures and disciplines, to safeguard the confidential nature of the Proprietary Information. The Receiving Party also agrees that it will not use any Proprietary Information of the Disclosing Party without the Disclosing Party’s prior written consent.

c. Protection of Proprietary Information. The Disclosing Party may disclose

Proprietary Information to the Receiving Party in connection with this Agreement. If the Receiving Party receives Proprietary Information from the Disclosing Party, the Receiving Party shall, during the term of this Agreement and for a period of five (5) years after the termination of this Agreement, maintain the Proprietary Information in strict confidence and not disclose the Disclosing Party’s Proprietary Information to third parties, except to fulfill obligations under this Agreement. The Receiving Party agrees to use reasonable care to protect any Proprietary Information it receives from the Disclosing Party. Promptly upon notice by the Disclosing Party or after any termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Proprietary Information.

d. Limitation on Confidentiality Obligation. The Receiving Party shall not be required to keep confidential information that: (i) was known to the Receiving Party before receipt, directly or indirectly, from the Disclosing Party; (ii) is lawfully obtained, directly or indirectly, by the Receiving

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Party, from anyone, under no obligation of confidentiality; (iii) is or becomes publicly available other than as a result of an act or failure to act by the Receiving Party; (iv) is approved for release in writing by the Disclosing Party; or (v) is required by law, court order, or judicial process to be disclosed. Nothing in this Agreement is intended in any way to prohibit the Disclosing Party from seeking injunctive relief or other equitable or legal remedy to protect against the release of its Proprietary Information even in the event such disclosure is required by court order or a ruling by a governmental agency or department or accreditation body.

e. Use of Client Data. As between Client and Crothall, any data provided to or

learned by Crothall in connection with the provision of the Services shall be deemed to be the property of Client. However, Crothall shall be authorized to use or disclose to its vendors any data received from Client or learned by Crothall in connection with the provision of the Services for the purpose of statistical compilations and benchmarking, provided that any data Crothall provides to its vendors shall be de-identified to remove any identifying characters such as names, addresses, URL, e-mail addresses, or similar information which may be used to identify the Client.

13. HIPAA. Crothall will comply with the obligations of the Health Insurance Portability and

Accountability Act (“HIPAA”), as amended, relating to “business associates” to the extent that Crothall is a “business associate” of Client as that term is defined by the HIPAA. Accordingly, the Parties shall enter into a Business Associate’s Agreement, attached as Exhibit B and incorporated herein by this reference. In the event of a conflict between Exhibit B and any other confidential provision of this Agreement, Exhibit B shall control.

14. Miscellaneous.

a. Conflict of Interest. The Parties to this Agreement have read and are aware of the

provisions of sections 1090 et seq. and sections 87100 et seq. of the Government Code relating to the conflict of interest of public officers and employees. Crothall agrees that Crothall is unaware of any financial or economic interest of any public officer or employee of KCHA relating to this Agreement. It is further understood and agreed that if such financial interest does exist at the inception of this Agreement, KCHA may immediately terminate this Agreement by giving written notice thereof. Crothall shall comply with the requirements of Government Code sections 87100 et seq. during the term of this Agreement.

b. Independent Contractor. Crothall represents and warrants that as of the

Effective Date, Crothall is a corporation in good standing fully authorized to enter into this Agreement. Crothall agrees that in all aspects its relationship to Client will be that of an independent contractor, and that Crothall will not act or represent that it is acting as an agent of the Client or incur any obligation on the part of the Client without written authority of the Client. c. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties hereto. Either Party may assign this Agreement to a parent company, affiliate or subsidiary without notice to the other Party. In the event Client desires to assign this Agreement (whether in whole or in part) in connection with the divestiture of any Location(s), Client shall notify Crothall and the Parties shall negotiate in good faith and mutually agree upon any adjustments to Crothall’s Rates, Services, and financial and performance guarantees for the affected Location(s) prior to the effective date of such assignment. Any assignment to a party other than those stated in the foregoing sentence shall be void without the prior written consent of the other Party. Any assignment by the Parties requiring consent of the other Party herein, must: (1) be in writing; and (2) contain a written acknowledgement of the assignee that it is accepting all obligations of the assignor under this Agreement, and agrees to be bound by and discharge each of the Agreement’s terms, conditions, and obligations as if it were the original party hereto.

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d. Modification. The terms of this Agreement may not be amended or modified except by a further written statement signed by the Parties specifically referencing this Agreement.

e. Execution. This Agreement and any amendments thereto may be executed in one or more counterparts. Each counterpart shall be deemed an original, but all counterparts together constitute one and the same instrument.

f. Entire Agreement; Conflict in Terms. This Agreement and the Exhibit(s) attached hereto constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof and supersede all prior practice, agreements, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written. In the event of any conflict between the terms of this main body of the Agreement and those of any Exhibit, the terms of the Exhibit will govern. g. Survival. Upon termination, all rights and obligations under this Agreement will end (except for amounts due under the terms of this Agreement for Services rendered on and before the date of termination; amounts owed as a result of termination; and the provisions of Sections 6, 10, 12, and 14). h. Waiver. The failure of either Party to exercise any right or remedy available under this Agreement upon the other party’s breach of the terms, covenants or conditions of this Agreement or the failure to demand prompt performance of any obligation under this Agreement shall not be deemed a waiver of the right or remedy; of the requirement of punctual performance; or of any subsequent breach or default on the part of the other Party. No provision of this Agreement may be waived except specifically and in writing.

i. Severability. If any part of this Agreement shall be determined to be invalid, illegal or unenforceable by any valid act of any legislative body or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement shall be fully effective and operative insofar as reasonably possible. Crothall and Client acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. Crothall and Client acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement. j. Attorneys’ Fees. The substantially prevailing party in any action to enforce this Agreement or any judgment based hereon in any court, including bankruptcy court, courts of appeal or arbitration proceedings, shall be entitled to receive its reasonable attorneys’ fees and costs, whether taxable or not.

k. Written Notices. All notices under this Agreement will be:

i. in writing; ii given by United States certified or registered mail, postage

prepaid and return receipt requested; given by overnight mail by a reputable carrier; or given via hand delivery;

iii. and sent to the following address or such other address as may be

designated in writing:

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TO Client: Attention: Chief Executive Officer Kern County Hospital Authority

1700 Mount Vernon Avenue Bakersfield, California 93306

TO Crothall: Attention: Legal Department Crothall Healthcare, Inc. 1500 Liberty Ridge Drive, Suite 210 Wayne, Pennsylvania 19087

The Client shall also deliver a copy of any notice to the Crothall’s management team at the applicable Location(s). l. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.

m. Third Party Patient Satisfaction Providers. If Client utilizes the services of a third party to measure patient satisfaction with regard to any Services (“Third Party Patient Satisfaction Provider”), Client agrees to take all action necessary to ensure that Crothall is able to obtain any data related to the Services provided hereunder directly from such Third Party Patient Satisfaction Provider.

n. Crothall Vendors. Crothall shall have exclusive rights and discretion to purchase through its vendors any items it is responsible for providing under this Agreement including, but not limited to, food, beverages, small wares, equipment and other supplies (“Purchased Items”). Client acknowledges that Crothall may receive credits, trade or cash discounts, volume allowances, and/or rebates (“Allowances”) for Purchased Items and those Allowances will accrue to and be retained by Crothall and will not be credited back to Client. Client acknowledges that financial terms offered to Client under this Agreement rely on Crothall’ right to exclusively select vendors for the Purchased Items in all categories and any changes to Crothall’ rights under this provision shall result in a change to the financial terms or operational guarantees of the Agreement to be reasonably determined by mutual agreement of the parties.

o. No Third Party Beneficiaries. It is expressly understood and agreed that the enforcement of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to Client and Crothall. Nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of Client and Crothall that any such person or entity, other than Client or Crothall, receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only.

p. Information Technology Systems. In connection with the services being provided hereunder, Crothall may need to operate certain information technology systems not owned by the Client (“Crothall Systems”), which may need to interface with or connect to Client’s networks, internet access, or information technology systems (“Client Systems”). Crothall shall be responsible for all Crothall Systems, and the Client shall be solely responsible for all Client Systems, including taking the necessary security and privacy protections as are reasonable under the circumstances. If Crothall serves as the merchant-of-record for any credit or debit card transactions in connection with any of the services provided hereunder, then Crothall will be responsible for complying with all applicable laws, regulations and payment card industry data security standards related to the protection of cardholder data (“Data Protection Rules”). If Crothall Systems interface with or connect to Client Systems, then Client agrees to implement forthwith upon request from Crothall, at the Client’s expense, the changes to the Client Systems that Crothall reasonably requests and believes are necessary or prudent to ensure Crothall’ compliance with the

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Data Protection Rules. Each Party shall indemnify, defend and hold harmless the other party from all claims, liabilities, damages and costs (including reasonable attorneys' fees) to the extent caused by the indemnifying party’s failure to comply with its obligations in this Section.

q. Representations. Crothall represents that it is not excluded from participation in

any federal or state Medicare, Medicaid or other third party payer program, nor is any such action pending. Crothall represents and warrants that it and Crothall’s employees providing Services at the Location are not, to Crothall’s knowledge,: (i) currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. section 1320a-7b-(f) (the “Federal health care programs”) and/or present on the exclusion database of the Office of the Inspector General (“OIG”) or the Government Services Administration (“GSA”); (ii) convicted of a criminal offense related to the provision of health care items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs; or (iii) debarred, suspended, excluded or disqualified by any federal governmental agency or department from receiving federal contracts or federally approved subcontracts. Crothall agrees to indemnify Client if the use of any of Crothall’s employees and/or subcontractors (if applicable) providing Services at the Location is the sole cause for Client’s loss of participation or payment from any federal or state Medicare, Medicaid, or other third party payer program. This shall be an ongoing representation and warranty during the term of this Agreement and Crothall shall immediately notify Client of any change in the status of any of the representations and/or warranties set forth in this section. Any breach of this section shall give Client the right to terminate this Agreement immediately.

r. Title. Crothall shall retain title to the items purchased by Crothall until Crothall

has been fully reimbursed for those items. The Client shall retain title to all items purchased and paid for by the Client. Notwithstanding anything to the contrary, all computer hardware and software furnished by or through Crothall, as well as any of Crothall’s Proprietary Information, shall remain the property of Crothall (even if fully depreciated).

s. Counterparts. This Agreement may be executed simultaneously in any number

of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signatures to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their officers thereunto duly authorized, as of the day and year first above written.

KERN COUNTY HOSPITAL AUTHORITY CROTHALL HEALTHCARE, INC.

By: _______________________ By: ________________________ Name: Russell Bigler Name: Title: Chairman, Board of Governors Title: APPROVED AS TO CONTENT: Kern Medical Center By: _______________________ Name: Jared Leavitt Title: Chief Operating Officer APPROVED AS TO FORM: Legal Services Department By: _______________________ Name: Shannon Hochstein Title: Hospital Counsel

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Exhibit A Statement of Work

1. Services. The specific Services Crothall will provide are as follows (indicate by placing

an “x” in the appropriate space):

Service Food and Nutrition Services (“FNS Services”) Housekeeping Services (“EVS Services”) Patient Transportation Services (“PT Services”) Communication / Call Center Services (“Call Center Services”) Plant, Operations and Maintenance Services (“POM Services”) Laundry Services (“Laundry Services”) Healthcare and Technology Solutions Services (“HTS Services”)

a. Service Specifications. Crothall will provide the Services in accordance with the

sub-Exhibits set forth in the table below (individually a “Service Exhibit” and collectively, the “Service Exhibits”). This Exhibit A and the attached sub-Exhibits describe all Services to be performed by Crothall hereunder; any service not specifically identified herein is specifically excluded.

Sub-Exhibit Service

Exhibit A-1 EVS Services Exhibit A-2 PT Services Exhibit A-3 Call Center Services

b. Software. Crothall shall furnish appropriate modules of Crothall’s proprietary

software, TeamCoach and HRC © (the “Software”) for the services. The Software shall remain the property of Crothall at all times. Nothing herein shall be deemed to vest or have vested in Client any right, title or interest in the Software in Client, and Crothall is and shall remain the sole owner of said Software. Client will maintain the confidentiality of the Software and shall not reproduce, disseminate, modify or change the Software in any way and will not reverse engineer, reverse compile or disassemble the Software or any modification or enhancement thereto.

2. Location(s). Crothall will exclusively provide the Services at the following location(s):

Location Address Services Provided Kern Medical 1700 Mt. Vernon Avenue,

Bakersfield, CA 93306 EVS, PT, and Call Center

3. Personnel.

a. Crothall will furnish the Management Personnel to manage each Service at the Location(s) where Crothall is providing such Service. All expenses in connection with the Management Personnel shall be paid by Crothall. The costs incurred by Crothall in connection with the Management Personnel, including Crothall’s applicable Management Fringe Rate, will be included in Crothall’s Rates unless otherwise provided in a Service Exhibit.

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b. Client will furnish the Non-Supervisory Personnel to perform each Service at the Location(s) where Crothall is providing such Service. All expenses in connection with the Non-Supervisory Personnel shall be paid by Client.

4. Financial Terms.

a. Crothall’s Rates. Crothall’s Rates for the Services at each Location are set forth in the table below (“Crothall’s Rates). In any year which is a leap year, each Crothall Rate in February of such year shall be increased by an additional day (1/365 of the annualized Crothall Rate) to account for such additional day.

Location Services Kern Medical $ 45,058.33 per month

i. Maximum Payable. Without limiting the foregoing, the maximum

payable amount to Crothall under this Agreement for the Services provided hereunder will not exceed $540,708 during the first year of this Agreement, and subject to Section 4.c.iii (Annual CPI Adjustment), the estimated not to exceed amount is three million two hundred sixty-three thousand six hundred ninety dollars ($3,263,690) over the six (6) year term of this Agreement.

ii. Quality Incentive Program. The Parties have agreed to continue their

quality incentive program, whereby Crothall will be awarded an incentive of three percent (3%) of Crothall’s Rates for meeting the established performance measures set forth in Exhibit A-4 to this Agreement, attached hereto and incorporated herein by this reference.

b. Payment Terms. Payment of Crothall’s invoices shall be due by electronic transfer of funds on or before the day immediately preceding the first day of each month in which the Services are to be performed except where otherwise indicated in a Service Exhibit. Payments shall be transferred by electronic payment method directly into an account designated by Crothall for such purpose. Client shall have adequate controls in place to approve and reconcile statements/invoices presented for payment by Crothall.

c. Adjustments to Crothall’s Rates. Crothall’s Rates are subject to all price

adjustments required by this Agreement, including, but not limited to, the ones set forth in this Section. i. Scope of Service Changes. Should the scope of Crothall’s Services at a

Location change due to the opening of new units or buildings; permanent closings of units or buildings; changes to service tasks or frequencies to be performed and should such change in Service result in an increase or decrease in Crothall’s costs, then Crothall’s Rates for the Service(s) affected by such changes shall be adjusted to account for the amount of the projected increases or decreases in costs to Crothall. The adjustment to Crothall’s Rates shall take effect from the date of the change in the scope of Crothall’s Services.

ii. Labor Changes. Crothall’s Rates will be subject to change in the event

of (i) a change to existing or new federal, state or local payroll taxes (including changes to any payroll based taxes or withholdings such as FICA, SUI and FUI); (ii) a change related to unionization of employees performing Services (whether an initial collective bargaining agreement, amendments to an existing collective bargaining agreement, or the negotiation of a subsequent, successor collective bargaining agreement); (iii) an increase in the minimum wage rate or the enactment of any “living wage” laws by any governmental entity; and/or (iv) new or additional fees, taxes, assessments or other charges or costs incurred by Crothall arising out of changes to existing or new federal, state or local legislation or legal requirements

16

related to Crothall’s employees. Crothall’s Rates for the affected Service(s) will be increased to account for the change in such costs effective from the date such changes impose additional costs on Crothall.

iii. Annual CPI Adjustment. Crothall’s Rates shall be increased by the

percentage increase in the CPI Adjustment (defined below) on each anniversary of the Effective Date. Should the applicable inflation rate over the most recently published twelve (12) month period decrease, Crothall’s Rates and charges that are subject to the CPI Adjustment shall not change from the previous year. The “CPI Adjustment” for the purpose of this Agreement shall mean and refer to the annual price escalator obtained from the Consumer Price Index for All Urban Consumers, U.S. City Average, “Hospital Services”, Series Id: CUUR0000SEMD01 (Not Seasonally Adjusted) as measured against the most recently published twelve (12) month period.

iv. Provision of FTEs. If the Client is responsible for providing the Non-

Supervisory Personnel and the number of Non-Supervisory Personnel available to carry out any Service at a Location falls below the FTEs required to perform such Service for four (4) or more consecutive weeks, Crothall will immediately meet with Client’s administration to agree upon how to resolve the understaffing. If agreed upon, Crothall shall fill the vacancies with temporary staff at the Client’s expense. The expense so incurred shall be reimbursed by the Client at a charge per hour equal to the cost incurred by Crothall to retain temporary staff from a third party based on the Invoice Price paid by Crothall (see Section 6.b below).

v. Changes Impacting Operations. Non-controllable, unavoidable or

unbudgeted items and events, that are not otherwise specifically addressed in this Agreement, are not included in Crothall’s Rates and will be paid by the Client or result in an adjustment to Crothall’s Rates.

vi. Discovery Period. The “Discovery Period” for the purpose of this

Agreement shall be the three (3) month period of time from the start of Crothall’s Services at a Location. During the Discovery Period, Crothall will validate the financial and operational information provided by the client. If Crothall determines that the information provided by the Client or the assumptions made by Crothall are not accurate, then Crothall will determine what financial impact the inaccurate information or assumptions had on the calculation of the Crothall’s Rates (i.e., whether costs would have been increased or decreased if the information or assumptions were correct). After making the determination, Crothall and the Client will meet and mutually agree on an adjustment to Crothall’s Rates (as applicable) to account for the increase or decrease, as applicable, to such costs. The specific amount of the adjustment to Crothall’s Rates will be mutually agreed upon by the parties; however, if the parties cannot mutually agree on such an adjustment for a Service(s), then either party may terminate such Service(s) without cause upon one hundred twenty (120) days prior written notice to the other party.

d. Equipment Purchases.

i. Crothall anticipates incurring on or about December 1, 2017, forty-one

thousand four hundred sixty-one dollars ($41,461.00) towards Crothall’s equipment purchases and will have an additional fifty thousand dollars ($50,000.00) available for expenditure on equipment purchases through the term of the Agreement. Crothall will not charge the Client for Crothall’s equipment purchases separately from Crothall’s Monthly Rates. Instead, Crothall will amortize/depreciate Crothall’s equipment purchases monthly by straight-line method from the date of expenditure over the term of the Agreement. If Crothall’s Services are terminated for any reason prior to full amortization of Crothall’s equipment purchase, then the Client agrees to pay Crothall the unamortized/undepreciated balance of Crothall’s equipment purchases as of the date of termination plus interest at the “Prime” rate plus 2%, compounded on the unamortized/undepreciated amount of the equipment purchases calculated from the Effective Date of this Agreement.

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ii. Crothall previously funded an investment for Crothall’s equipment purchases to facilitate performance of the Services (the “Original Investment”). Crothall has been amortizing the Original Investment on a straight-line basis, and as of the Effective Date, the balance of the unamortized Original Investment is thirty-four thousand three hundred fifteen dollars and twenty-four cents ($34,315.24). Crothall will continue amortizing the remaining balance on a straight-line basis over the term of this Agreement. If this Agreement expires or a Party terminates, for any reason, prior to full amortization of the Original Investment, Client shall be liable for and promises to pay Crothall the unamortized portion of the Original Investment immediately upon expiration or termination.

iii. Title to equipment purchased by Crothall pursuant to paragraphs a. and b.

of Section 4 shall remain with Crothall until full amortization/depreciation of the equipment purchases (or, if this Agreement is terminated prior to full amortization of such equipment purchases, after the Client pays the amounts due to Crothall pursuant to paragraph a. below.

e. Multi-Service Credit. During the initial six (6) months after the Effective Date

of this Agreement, Crothall will provide a multi-service credit to the Client in the amounts identified in the chart below for the Location, payable to the Client in equal monthly installments in the amounts identified in the chart below (“Multi-Service Credit”). This credit will appear as a monthly credit on Crothall’s invoice for the Services. The credit is being provided in recognition of the fact that Client has elected to retain Crothall to provide food and nutrition services (“FNS”) provided by its subsidiary Morrison Management Specialists, Inc. (“Morrison”) under a separate agreement. Crothall will amortize the Multi-Service Credit monthly over the Initial Term (as defined in Section 3 of this Agreement) on a straight-line depreciation basis. If Crothall’s Services provided hereunder or the FNS Services are terminated for any reason at a Location prior to six (6) months after the Effective Date of this Agreement, the Multi-Service Credit for that Location will cease to apply effective as of the date of the termination. If Crothall’s Services provided hereunder or FNS Services are terminated for any reason at a Location prior to full amortization of the Multi-Service Credit, then the Client agrees to pay Crothall the unamortized balance of the Multi-Service Credit at such Location as of the date of termination plus interest at the “Prime” rate plus 2%, compounded on the unamortized amount of the Multi-Service Credit calculated from the Effective Date of this Agreement. In accordance with Section 1128B(b)(3)(A) of the Social Security Act, the Client acknowledges and agrees that, depending upon how the Client receives payment for items and services furnished, it may have an obligation to report these Credits from Crothall as a discount or rebate in accordance with this provision of the Social Security Act, including any regulations adopted pursuant thereto

Location Total Multi-Service

Credit Monthly Installment

Kern Medical $250,000 $41,666.67

5. Taxes.

a. Client Responsibility for Taxes. The Client will be responsible and pay for all applicable taxes, fees and assessments, including, without limitation, any sales and use taxes (other than those sales taxes which Crothall is responsible for, as more specifically identified in a Service Exhibit) and taxes on the operation of the Location. Certain items, services, fees or charges provided by Crothall to the Client may be subject to taxes even if the Client is tax exempt. In such a case, the cost of such taxes will be charged to the Client, including any taxes that result from new taxes, legislation or enforcement positions.

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b. Crothall Responsibility for Taxes. Crothall agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Crothall agrees to indemnify and hold Client harmless from any liability which it may incur to the United States or to the state of California as a consequence of Crothall’ failure to pay, when due, all such taxes and obligations. In case Client is audited for compliance regarding any withholding or other applicable taxes, Crothall agrees to furnish Client with proof of payment of taxes on these earnings

6. Purchasing.

a. Responsibilities for paying vendors directly for the following items are indicated below (indicate by placing an “x” in the appropriate space).

Item Crothall Client Computer related charges for computers supplied by Crothall (database maintenance and support,; computer hardware; computer software; printer paper)

X

Computer related charges for computers supplied by Client X Uniforms for Non-Supervisory Personnel X Access to Location’s Secure Wireless Network X Office supplies/forms X In-service training materials/CHAT (as defined below)* X Telephone equipment and service (access to local and long distance lines)

X

Copying X Client email accounts for Crothall Management Personnel X Crothall business licenses and permits X All other licenses and permits X Utilities X Service Contracts X Crothall General Liability Insurance X Postage X Parking X Background checks for Crothall Personnel performed in accordance with Crothall policy

X

Any additional pre-employment physicals, screenings, tests, and/or immunizations required by Client of Crothall Personnel

X

Beepers/pagers for Non-Supervisory Personnel Only X Smartphones with monthly service plans for Crothall Management Personnel Only

X

Janitorial supplies X EVS Equipment replacement and repair ($149 or less) X EVS Equipment replacement and repair ($150 or more) X Paper Towels and Toilet Paper X Hand Soaps X Waterless Hand Gels and dispensers X

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Dispensers for hand soap, paper towels, toilet tissue and all restroom/hand washing supplies

X

Plastic Liners for General Containers X Plastic Liners for Medical Waste Containers X Trash Containers X Laundering/treating wet and dust mops, cleaning cloths X Walk-Off Mats X

*Note: “CHAT” (which stands for Communication, Help, and Training) is Crothall’s proprietary training program for its frontline service personnel.

b. Crothall’s charges for the items listed above for which Crothall is responsible for

paying the vendor directly will be paid for by Client in accordance with each Service Exhibit. If Crothall purchases any of the items listed above for which Client is responsible for paying the vendor directly, then Crothall shall bill Client for the cost of those items “At Invoice Price”. “At Invoice Price” shall mean and refer to a charge by Crothall to Client for items or services that will include all applicable supply, labor (with applicable Fringe Rate), equipment and other related operational charges required for the item or service, but will not include any separate, additional fee by Crothall that is not otherwise provided for in this Agreement. The charge for items purchased through Crothall’s purchasing programs will be based on the invoice price paid by Crothall and does not include any rebates, early payment discounts or other volume allowances Crothall receives from its vendors.

7. Quarterly Business Reviews. Quarterly business reviews shall be conducted by

designated representatives from Client and Crothall. The first review shall be conducted not later than thirty (30) days from the commencement of this Agreement, and thereafter shall be conducted quarterly regarding the performance of the Services.

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Exhibit A-1 EVS Specifications and Areas to be Serviced

EVS Specifications

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A: Patient Areas

Empty and Clean Trash Cans - All waste containers. Replace fresh liners and deposited trash in holding area for pickup. X

Dust Mop - All hard surfaced floors with dust control tool. Dust mopping to include corners, baseboards and hard to reach areas. X

Police Floors - Dust mop all heavily trafficked areas with dust controlled tool.

X

Vacuum - All carpeted floor areas. X Wet Mop - All hard surfaced floors with infection control approved germicidal solution.

X

Spot Mop - All areas as required. X XMop Up Spills - All major spills16 hours per day. X XBaseboards - Ensure all baseboards are free of dust, splash marks and old finish.

X

Floor Buff - Burnish all unoccupied patient rooms, traffic areas including corridors and nursing stations.

X

Strip and Refinish - Removal of old finish from hard surfaced floors and apply suitable finish product as required. The frequency of stripping and refinishing will be such as to maintain the hard surfaced floors in a clean state, free of buildup, dirt, or black markings and with a gloss that is acceptable to the facility.

X

Apply Finish - Wash or light scrub hard surfaced floors and apply floor finish.

X

Carpet Spotting - Check and remove spots and stains from carpeted areas.

X

Spray Clean - Utilizing floor machine and bonnet pads to clean carpeted floor areas as needed.

X

Shampoo Carpets - Shampoo or heavy deep extraction of carpets as needed.

X

Bed – Nursing shall strip bed of soiled linen; Housekeeping shall thoroughly wash bed, springs and mattress with Infection Control approved germicidal solution. Make bed with fresh linen.

X X

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Damp Dust - Damp dust with germicidal solutions the following: Head, foot, and side rails of beds, bedside tables, over bed tables, chairs, cabinets, desks, miscellaneous furniture and fittings, window sills and ledges, beside lamps, television sets, telephones, and eternal surface of vents. Long term patients will need to be established via coordinated nursing schedules.

X

Fixed Equipment in Patient Rooms - Damp dust with germicidal solutions items.

X

Clean Bathroom Fixtures - Thoroughly clean and disinfect hand basins, baths, commodes, seat covers (both sides), towel and paper fittings, and sinks. Scrub shower cabinet floors and wipe clean shower walls and curtains, Cleaning will include inside and outside of basins, baths, and toilets and damp dusting of pipes.

X

Replenish Supplies - All hand soap, paper towels, toilet tissue, and toilet seat covers.

X

Sharps Container - Remove and replace sharps container when needed.

X

Water Fountains - Clean and polish. X

Low-Level Glass Cleaning - Clean and remove finger marks from low-level interior glass partitions, door panels, mirrors, etc.

X

Vertical Surface Cleaning - Remove finger marks and smears from walls, doors, door jams etc.

X

Breast Pump - Not Serviced by Housekeeping; Nursing responsible. Fetal Monitors - Not Serviced by Housekeeping; Nursing responsible. High Chairs - Not Serviced by Housekeeping; Nursing responsible.

Panda Warmers - Not Serviced by Housekeeping; Nursing responsible. Refrigerators/Freezers - Remove finger marks and smears; wipe down exterior only with the approved solution. X

Mobile Thermometers - Not Serviced by Housekeeping; Nursing responsible.

Toys In Room - Remove finger marks and smears; wipe down in room accordingly with the approved solution.

X

X

High Dust - Dust all high level ledges and fittings not listed for daily dusting. Examples: vents, light fixtures, blinds, wood ceilings, architectural reveals and tracks.

X

Isolation Cleaning - Perform daily cleaning and terminal cleaning in isolation rooms as described in Infection Control and amended by the Infection Control Committee.

X

Stretchers via "Patient Transporters" - Remove finger marks and smears; wipe down in room accordingly with the approved solution. X X

Check-Out / Discharge Cleanings X X

A: Beds: Nursing shall strip bed of soiled linen; Housekeeping shall thoroughly wash bed, springs and mattress with Infection Control approved germicidal solution. Make bed with fresh linen.

X X

B: Bathroom: Thoroughly clean bathroom fixtures as outlined above; replenish paper and soap supplies.

X

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C: Furniture: Wipe thoroughly all furniture in the room. Scrub inside of clothes closet.

X

D: Waste: empty, wash and place fresh liner in waste container... X E: Floors: Dust mop with dust controlled tool, damp mop and spray buff hard surfaced floors. Vacuum, spot and spray clean as needed. Scrub shower floors and remove spots and stains.

X X

F: Cords: Other cords hanging from room walls. - Remove finger marks and smears; wipe down in room accordingly with the approved solution.

X

G: Fetal Monitors - . Not Serviced by Housekeeping; Nursing responsible.

H: Polish Furniture - Apply appropriate furniture polish and rub to high shine on all wood furniture.

X

J: Breast Pump - Not Serviced by Housekeeping; Nursing responsible. K: Stretcher and Wheelchair Cleaning (Inside Rooms) - Clean stretchers and wheelchairs that are kept in patient rooms for isolation cases only.

X

L: Glove Refills -. Not Serviced by Housekeeping; Nursing responsible. M: High Chairs - Not Serviced by Housekeeping; Nursing responsible. N: Fixed Equipment in Patient Rooms - Remove finger marks and smears; wipe down in room accordingly with the approved solution. X

O: Panda Warmers - Not Serviced by Housekeeping; Nursing responsible.

P: Pumps - Alaris IV - Housekeeping wipes down and cleans exterior of pumps, with approved solution. X

Q: Refrigerators/Freezers - Remove finger marks and smears; wipe down exterior only with the approved solution. X

R: Sharps Container - Remove and replace sharps container when needed.

X

T: Mobile Thermometers -. - Not Serviced by Housekeeping; Nursing responsible.

Dust Mop - All hard surfaced floors with dust control tool. Dust mopping to include corners, baseboards and hard to reach areas. X

Police Floors - Dust mop all heavily trafficked areas with dust controlled tool.

X

Vacuum - All carpeted floor areas. X Wet Mop - All hard surfaced floors with infection control approved germicidal solution.

X

Spot Mop - All areas as required. X XMop Up Spills - All major spills 24 hours per day. X Baseboards - Ensure all baseboards are free of dust, splash marks and old finish.

X


X

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Strip and Refinish - Removal of old finish from hard surfaced floors and apply suitable finish product as required. The frequency of stripping and refinishing will be such as to maintain the hard surfaced floors in a clean state, free of buildup, dirt, or black markings and with a gloss that is acceptable to the facility.

X


X


X

Spray Clean - Utilizing floor machine and bonnet pads to clean carpeted floor areas as needed.

X

Shampoo Carpets - Shampoo or heavy deep extraction of carpets as needed.

X

X

Dust - Dust all low-level ledges, furniture and fittings, excluding technical equipment, to a height of 6 feet from floor.

X

High Dust - Dust all ledges and fittings above 6 feet from floor. X Trash Cans - Empty and clean all waste containers. X Bathroom Cleaning - Thoroughly clean and disinfect hand basins, commodes, seat covers, towel and paper fittings. Damp mop floors. Dust low-level ledges. Clean and polish bright metal and mirrors. Remove marks from walls, doors and partitions. Replenish soap, towels, toilet papers, etc.

X

Water Fountains - Clean and polish. X Polish Furniture - Apply appropriate furniture polish and rub to high shine on all wood furniture.

X

Clean Glass - Wash and polish all glass entrance doors. Check and remove marks from other interior glass partitions and glass door panels. X

Painted Surfaces - Check and remove finger marks from painted surfaces.

X

Wash Walls - Wash completely interior wall surfaces. XWindows - Spot clean insides of exterior windows reachable from the floor.

X

B: Non-Patient Areas

Floors - All hard surfaced floors with dust control tool. X Vacuum - All carpeted floor areas. X Spot Mop - All areas as required. X Damp Mop - Remove spots and spillage from floors. X Baseboards - Ensure all baseboards are free of dust, splash marks and old finish.

X


X

Strip and Refinish - Removal of old finish from hard surfaced floors and apply suitable finish product as required. The frequency of stripping and refinishing will be such as to maintain the hard surfaced floors in a clean state, free of buildup, dirt.

X

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X


X

Clean Carpets - Top shampoo and heavy deep extraction shampooing of carpets.

X


X


X


Bathroom Cleaning - Thoroughly clean and disinfect hand basins, commodes, seat covers, towel and paper fittings. Damp mop floors. Dust low-level ledges. Clean and polish bright metal and mirrors. Remove marks from walls, doors and partitions. Replenish

X

Port-a-Potty (Disinfect) – Thoroughly clean after contents has been emptied by Nursing. X

Pumps - Alaris IV - Housekeeping wipes down and cleans exterior of pumps, with approved solution. X

Water Fountains - Clean and polish. X Microwaves in Nourishments Rooms - Remove finger marks and smears from exterior only; wipe down exterior only, in room accordingly with the approved solution.

X

Polish Furniture - Apply appropriate furniture polish and rub to high shine on all wood furniture.

X


Stairs - Dust mop all stair and landings. Dust rails and ledges. Damp mop stairs and landings. Check painted walls for marks and remove.

X

X


X

Wash Walls - Wash completely interior wall surfaces. XElevator Cleaning - Wash and polish walls and doors. Dust mop and damp mop floors. Apply finish as needed. Vacuum and spray clean carpeted floors. Keep tracks clean and free of debris.

X

Policing Cleaning - Perform the following tasks in the entrance lobbies, adjacent public bathrooms, elevators, emergency room department, waiting areas, and heavily used areas of the radiology department as necessary throughout the day to maintain areas in clean condition acceptable to the hospital.

X X

Wheelchairs via "Patient Transport" - Remove finger marks and smears; wipe down in room accordingly with the approved solution.

X

Stretchers via "Patient Transport" - Remove finger marks and smears; wipe down in room accordingly with the approved solution. X

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Windows - Spot clean insides of exterior windows reachable from the floor.

X

C: Isolation Rooms

Isolation Cleaning - Perform daily cleaning and terminal cleaning in isolation rooms as described in Infection Control and amended by the Infection Control Committee.

X X

F: Nurseries (with Specification A; but to include)

Wash Walls, ceilings, doors and ledges X

Wash all internal glass. X

Wash all light fixtures. X

Wash all ventilator ducts thoroughly X

Machine scrub all floors with special attention to corners and difficult access areas.

X

G: Critical Care Unit (with Specification A; but to include)

Wash Walls, ceilings, doors and ledges X Wash all internal glass. X

Wash all light fixtures. X

Wash all ventilator ducts thoroughly X Machine scrub/or strip old finish from hard surfaced floors and reapply suitable non-slip floor finish.

X

H: Emergency Department (with Specification A; but to include)

Backboards - Remove finger marks and smears; wipe down in room accordingly with the approved solution.

X

Restrooms will be police cleaned every shift 7 days a week. X XAll examination tables to be cleaned daily. X Ceramic walls will be spot washed daily and as necessary, using specified IC approved germicidal solution.

X

Sinks, soap dishes, and paper towel dispensers will be cleaned daily and replenished.

X

Toilets to be washed and cleaned at least twice daily using germicidal solutions, including both sides of the toilet seats.

X

All stretchers and gurneys will be cleaned for isolation cases only. XWalls will be spot washed daily and as needed. X X

I: Physician Sleeping Quarters (with Specification B; but to include)

Make beds once per day. X Dust mop Floors. X Empty and reline waste containers, wipe out container prior to adding new bag.

X

Damp mop floors. X

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Vacuum carpets; move beds if movable, weekly. X Damp dust sills, ledges, all exterior surfaces of furniture, light fixtures, and doors.

X

Change linen on beds daily. X

K: Dining Rooms Vacuum carpeted floors areas. X Check for and remove spots and stains from carpeted areas. X Top shampoo and heavy deep extraction shampooing of carpets. XWash completely interior wall surfaces. X Perform the following tasks at the end of the evening: spot vacuum, mop floors and clean of entrance doors. Pull waste from dining area throughout the day

X

L: Restrooms Floors - All hard surfaced floors with dust control tool. X Damp Mop - Remove spots and spillage from floors. X Spot Mop - All areas as required. X Baseboards - Ensure all baseboards are free of dust, splash marks and old finish.

X

Damp Dust - damp dust with germicidal solution all sills, ledges, miscellaneous fittings, external surfaces of vents, doors, and pipes.

X

Trash Cans - Empty and clean all waste containers. X Bathroom Cleaning - Thoroughly clean and disinfect hand basins, commodes, seat covers, towel and paper fittings. Damp mop floors. Dust low-level ledges. Clean and polish bright metal and mirrors. Remove marks from walls, doors and partitions. Replenish

X

Replenish Supplies - All hand soap, paper towels, toilet tissue, and toilet seat covers.

X

Low-Level Glass Cleaning - Clean and remove finger marks from low-level interior glass partitions, door panels, mirrors, etc.

X

Vertical Surface Cleaning - Remove finger marks and smears from walls, doors, door jams etc.

X

Stainless Steel Cleaning - Damp wipe daily stainless steel, clean and polish stainless steel and other metal railings, wall coverings, door handles, door frames and footplates.

X


X

Wash Walls - Wash completely interior wall surfaces. X Scrub Floors - Machine scrub and or strip hard surfaced floors. Apply non slip floor finish if appropriate.

X

N: Miscellaneous Services Floors - Dust mop all hard surfaced floors with dust control tool. X Policing – Police area for trash & debris. X

O: Entrances

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Low-Level Glass – Clean and remove finger marks from low-level interior glass partitions, door panels, signage, reception desks, etc.

X

Vertical Surfaces - Disinfect and remove finger marks and smears from walls, doors, door jams, etc.

X

Stainless Steel - Damp wipe, clean, and polish stainless steel and other metal kick plates, railings, wall corner coverings, door handles, doorframes, and footplates.

X

High Dust - Dust all high-level ledges and fittings. X Scrub Floors - Machine scrub and/or strip hard-surfaced. Apply suitable non-slip, finish if appropriate. X

Wash Walls - Disinfect and wash completely interior wall surfaces. X Police Area - Empty interior trash receptacles, picking up debris, paper, sweep entranceway and 10-foot radius outside entrance door, etc.

X

Spills - Respond to calls for any spills or emergency clean-up activities X

Q: Offices (Office Space Settings)

Floors - Dust mop all hard surfaced floors with dust control tool. X Vacuum - All carpeted floor areas. X Spot Mop - All areas as required. X Damp Mop - Remove spots and spillage from floors. X Baseboards - Ensure all baseboards are free of dust, splash marks and old finish.

X


X

Strip and Refinish - Removal of old finish from hard surfaced floors and apply suitable finish product as required. The frequency of stripping and refinishing will be such as to maintain the hard surfaced floors in a clean state, free of buildup, dirt, o

X


X


X

Clean Carpets - Top shampoo and heavy deep extraction shampooing of carpets.

X


X


X


Bathroom Cleaning - Thoroughly clean and disinfect hand basins, commodes, seat covers, towel and paper fittings. Damp mop floors. Dust low-level ledges. Clean and polish bright metal and mirrors. Remove marks from walls, doors and partitions. Replenish

X

Water Fountains - Clean and polish. X

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Polish Furniture - Apply appropriate furniture polish and rub to high shine on all wood furniture.

X


Stairs - Dust mop all stair and landings. Dust rails and ledges. Damp mop stairs and landings. Check painted walls for marks and remove. X X


X

Wash Walls - Wash completely interior wall surfaces. XElevator Cleaning - Wash and polish walls and doors. Dust mop and damp mop floors. Apply finish as needed. Vacuum and spray clean carpeted floors. Keep tracks clean and free of debris.

X

Policing Cleaning - Perform the following tasks in the entrance lobbies, adjacent public bathrooms, elevators, emergency room department, waiting areas, and heavily used areas of the radiology department as necessary throughout the day to maintain areas in clean condition acceptable to the hospital.

X X

Windows - Spot clean insides of exterior windows reachable from the floor.

X

T: Interior Stair Towers

Wipe Down Handrails - Wipe down handrails with the approved disinfectant.

X

Dust Mop - Collect debris from all hard surfaced floors & steps with dust control tool (squeegee or micro fiber). Dust mop to include corners, baseboards, and hard to reach areas.

X

Wet Mop - Wet mop all hard surfaced floors/steps with the approved disinfectant

X

Vertical Surfaces - Remove finger marks and smears from doors, walls, door jambs, and railings.

X

High Dust - Dust all ledges and surfaces X

Stainless Steel - Damp wipe, clean and polish stainless steel and other metal kick plates, railings, wall guards, door handles/hardware, and foot plates.

X

Glass - Clean glass X Strip & Refinish - Strip old finish from hard surface flooring; apply sealer and non-slip finish

X

No Storage - No items may be stored in a stair tower. Remove all items found in stair towers and notify the Safety Officer problem continues.

X

V: Operating Rooms & Suites (Same as Specification A; but to include)

Preparation - Wearing the proper PPE's for work in Surgical areas meeting hospital requirements.

X

Regular Nightly Cleaning

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A: Spot wash and rinse with Infection Control approved germicidal solutions all scrub rooms and Operation Room walls. X

B: Clean bathroom and locker rooms and replenish paper and plastic supplies as necessary. Damp wipe hamper stands in scrub are with IC approved germicidal solution and set in fresh hamper bag.

X

C: Wash thoroughly all scrub work sinks, including under surfaces and drain pipes.

X

D: Clean floors of all corridors, storage areas, and instrument clean up rooms, sterile storage rooms, locker rooms, offices and lounges by applying IC approved germicidal solution rinse.

X

E: Wash all exposed surfaces of OR lights. X

Cycle Cleaning: Operating Rooms and Scrub Rooms A: Remove all portable equipment from room. X B: Wash with IC approved germicidal solution fixtures, tracks and other items attached to ceiling.

X

C: Wash walls, doors, door frames, electrical outlets, rubber hoses, fixtures attached to walls, and outside surfaces of cabinets or shelves with IC approved germicidal detergent.

X

D: Flood OR and scrub room floor with a solution of IC approved germicidal detergent. Let stand for 5 minutes and pick up using wet vacuum or two bucket system. Rinse floor with solution of IC approved germicidal detergent.

X

E: Remove dirt and debris from wheels and metal joints and wash with IC approved germicidal solution all rolling stock in the OR suite and scrub room.

X

F: Maintain conductive flooring as prescribed by manufacturer. X

Cycle Cleaning: All Other Areas of the OR Suite A: For all rolling stock, remove all dirt from wheels followed by cleansing with IC approved germicidal solution.

X

B: Wash with IC approved germicidal solution fixtures, tracks and other items attached to ceiling.

X

W: Pharmacy Cleaning

Dust Mop - Collect debris from all hard surfaced floors with dust control tool. Dust mop to include corners, baseboards and hard to reach areas. (squeegee or micro fiber)

X

Wet Mop - Wet mop all hard surfaced floors with approved germicidal solution.

X

Baseboards - Keep free of dust, splash marks, and old finish and sealer.

X

Replenish Supplies - Check and replenish paper towels and hand hygiene products as needed.

X

Vertical Surfaces - Spot wash/disinfect and rinse with germicidal solution on walls, doors.

X

Waste Receptacles - Check, empty and clean/disinfect waste containers. Replace with fresh liners.

X

Damp Wipe - All exposed surfaces with germicidal solution. X

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Pharmacy Clean Room: Monthly Fixtures and Tracks - Wash with germicidal solution. X Walls, Ceilings, Surfaces of Outer of Cabinets, Door Frames - Wash with germicidal solution.

X

Portable Equipment - Remove soil from wheels and wash with germicidal solution.

X

Floors - Move portable equipment to one side of floor wash or light scrub hard surfaced floors and apply non-slip floor finish, repeat step on other side of floor.

X

Floors - Repeat step 3 except remove finish from hard surfaced floors, and apply non-slip floor finish.

X

Z: Elevator Cleaning

A: Interior surfaces of elevator will be free of loose dirt & dust streaks. X

B: Handrails, controls, doors and other surfaces will be clean and polished.

X

C: Elevator surfaces will be free of finger marks and other smudges. X

D: Disinfect floor level push pad X

E: Elevator walls will be free of splash marks. Floor will be clean and base plates and thresholds polished.

X

F: The frequency of stripping and/or refinishing of elevator floors will be such as to maintain the hard-surfaced floors in a clean state, free of build-up, dirt, or black marking, and with a gloss acceptable to the Client.

X

G: The frequency of spray cleaning and shampooing of carpets will be such as to maintain the carpet in a clean state, free of soiled areas, acceptable to the Client.

X

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EVS Areas to be Service

Area to be Serviced Specification Frequency per Week where Different than above – Exhibit A-1

Main Tower 4th Floor Patient Rooms A Isolation Rooms C Nurse’s Station B Utility Rooms B Offices Q 3 Conference Rooms Q 3 Waiting Areas B Exam/Treatment Room A Public Restrooms L Lounges B 3 Corridors B OR Rooms (L&D) V

3rd Floor Patient Rooms A Isolation Rooms C Nurse’s Station B Utility Rooms B Offices Q 3 Conference Rooms Q 3 Waiting Areas B Exam/Treatment Room A Public Restrooms L Lounges B 3 Corridors B

2nd Floor Patient Rooms A Isolation Rooms C Nurse’s Station B Utility Rooms B Offices Q 3 Conference Rooms Q 3 Waiting Areas B Exam/Treatment Room A Public Restrooms L Lounges B 3 Corridors B

ICU / Direct Observation Unit Patient Holding Rooms A

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Isolation Rooms C Nurse’s Station B Utility Rooms B Offices Q 5 Conference Rooms Q 5 Work Stations and Areas Q OR/Sterile Processing Patient Holding Rooms NA Isolation Rooms NA Nurse’s Station NA Utility Rooms NA Offices NA Conference Rooms NA Work Stations and Areas NA Waiting Areas NA Exam/Treatment Room NA OR Rooms V PACU / Pre-Op NA Public Restrooms NA Lounges NA Corridors B On Call Rooms NA Please Note: Due to departmental shift/changes within Hospital Organization, EVS only performs Terminal Cleaning of ORs 1-8, Cycle Cleaning of Floors and In Between case cleaning (IF needed during 3rd shift 11pm to 6am; 7X a week and /or when OR Staff is short due to callouts) within the OR Area (2E)

1st Floor Patient Rooms G Isolation Rooms C Nurse’s Station B Utility Rooms B Offices Q Work Stations and Areas Q 3 Conference Rooms Q Waiting Areas B Exam/Treatment Room A Clinical Lab B Public Restrooms L Lounges B Corridors B Stairwells T Elevators Z Dock Areas and Rooms N 3 Sharps Containers O As needed

In-Patient Pharmacy Utility Rooms B Offices Q 5 Work Stations and Areas Q

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Pharmacy Clean Room W

ER / ICC Patient Rooms A Isolation Rooms C Exam/Treatment Rooms A Procedure Rooms A Radiology A OR Suite (CATH Lab / CT) V Work Stations and Areas Q Main Lobby O Nurse’s Station B Utility Rooms B Offices Q 5

Radiology Patient Rooms A 5 Isolation Rooms C 5 Exam/Treatment Rooms A 5 Procedure Rooms A 5 Radiology A 5 Work Stations and Areas Q 5 Waiting Areas O 5 Nurse’s Station B 5 Utility Rooms B 5 Offices Q 5 MRI V 5

Adjacent/Off Campus Sites Out-patient Pharmacy Q 5 Material Management Q 5 Campus Trailers Q 3 Human Resources Q 5

Columbus Clinics Nurse’s Station B 6 Utility Rooms B 6 Offices Q 5 Work Stations and Areas Q 6 Conference Rooms Q 6 Waiting Areas B 6 Exam / Treatment Room A 6 Lab / Blood Draw B 6 Chemotherapy Clinic A 6 Public Restrooms L 6 Lounges B 6 Corridors B 6 Sharps Containers O As needed Chemotherapy Containers O As needed

Areas Specifically Excluded From Scope of Services

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Kitchen, Except for Bi-Annual Project Cleaning of Floors and walls only Mechanical and Boiler Rooms Engineering (Excluding Offices and Bathrooms Done 3x Week) Roof tops Parking Structures and Surface lots Exterior Grounds (except where indicated in Schedule I) Refrigerator/Ice Machine interiors Staff microwaves or ovens Furniture /Office Moves Specialty Medical Equipment (i.e. Incubators, Neptune systems, Interior of pumps) Exterior Windows (Excluding front entrance ER and Main Lobby) Monitors/Screen surfaces Window A/C - Heater systems interiors; Exteriors wiped down Water Coolers Lost & Found Transportation of Equipment from Facility Operating Room Cleaning (Currently Backup when OR Staff Calls out) Pest Control; Housekeeping is the liaison for Pest Management Contract personnel. Bed Management Off-Campus Setups HazMat Program (Director is currently Hazmat Officer of Hospital)

35

Exhibit A-2 PT Scope of Services

1. Hours of Patient Transport:

a. Monday through Friday: 6:00am – 6:30pm b. Saturday, Sunday, and holidays: 6:30am – 3:00pm

2. Scope of Services Provided: Crothall will provide the following patient transport services: a. Procedural Transports (to/from Imaging Departments only)

b. Assist with lifts from patient bed or chair to transport equipment; lifts from transport equipment to a patient bed or chair in preparation for procedural transports only.

c. Delivery and removal of empty, clean beds

d. Cleaning of mobile transport equipment including stretchers, wheelchairs, gurneys, etc. 3. Areas that Patient Transport Services are Provided: Crothall will provide patient transport services to the following areas: a. Main Hospital 4. Other Services not included in Trip Volume:

a. Dispatch Services: dispatch services handled by Call Center 5. Excluded Items: Items Excluded from this Agreement:

a. Food or drinks of any sort

b. Larger equipment such as freezers

c. Narcotics Medications

d. Pharmaceuticals delivered directly to the patients

e. Any supplies from Central Supply. f. Set-up of isolation rooms and equipment g. Empty and replace glove and needle boxes h. Assemble admission and/or chart packs

i. Assist with patient observations or one-to-one observations j. Retrieve clean and dispose of soiled linen unless utilized for dressing wheelchairs and

stretchers

36

k. Empty trash receptacles l. Clean rolling IVs or portable equipment other than wheelchairs and stretchers m. Change linen on examination tables n. Assist patients with Activities of Daily Living (“ADL’s”) such as feeding, dressing,

bathing, and turning patients o. Assist in preparing patients for procedures, including, but not limited to shaving, draping,

removing body parasites, collecting urine specimens, etc. p. Transport of Unstable Patients without nursing assistance r. Connecting, disconnecting or adjusting a patient's oxygen flow from wall outlet or

portable tank s. Stocking supplies t. Stocking/Maintaining of Code Carts (also known as “Crash Carts”) u. Verifying clinical information: “Ticket to ride O2” as an example v. Assisting team members in set up of suction apparatus, etc.

6. Trip Volume Reporting: Crothall will provide a Trip Volume report to Client Administrative Director of Support Services at each quarterly business review.

37

Exhibit A-3 Call Center Scope of Services

Hours of Service for Hospitality Resource Center: Monday through Sunday; twenty-four (24) hours per day. Scope of Services Provided:

Provide trained hospitality coordinators to answer phone call requests from patients, family members, visitors, or service users, document and enter into the HRC software application such requests, manage the workflow of such requests, track response and completion times, and notify caller if there are delays or cancellations.

The hospitality coordinators will handle all support service requests, prioritize assignments, monitor transporter activities, follow through with concerns, provide status reports, and give estimated time of service delivery when appropriate.

The hospitality coordinators will record all long distance calls, maintain the call lists for physicians, dispatch all pages via InfoRad, replace broken pagers, handle hospital codes, contact the Sherriff, Fire Department and TelTec when needed and notify Engineering Department when fire and gas safety panels alert.

Call Volume The annual call volume is 307,470 calls. Annual call volume beyond 307,470 will be considered outside scope of this Agreement. In the event of sustained additional call activity greater than 3% of the annual call volume for a thirty (30) day period, Crothall reserves the right to renegotiate the Contract Price, labor, and/or other resources.

1

Exhibit A-4 Quality Incentive Plan

In connection with the Services, the parties have agreed to enter into a quality incentive plan (“QIP”), which is a continuation of the parties’ quality program, pursuant to which Crothall may be eligible to earn an incentive up to three percent (3%) of Crothall’s Rates in relation to the mutually agreed upon benchmarks below. This QIP will commence on June 27, 2017 (the “Commencement Date”) and will measure Crothall’s performance through June 26, 2018 (the “Expiration Date”) with regard to the following areas: Customer Satisfaction 40% Operations Metrics 40% Employee Satisfaction 20% The QIP scores for Crothall’s Services will be measured on an annual basis from the Commencement Date through the Expiration Date . Any incentive charges earned by Crothall under this QIP will be provided on a Crothall invoice after the conclusion of the annual period and will be subject to the annual maximum set forth above. With respect to any of the areas where a survey will be used to measure Crothall’s performance, if there is a change in survey tools or a material change in survey questions or how survey scores are calculated, then the Parties agree that the measurement area affected by this change will be temporarily suspended. The Parties will then use at least one quarter of survey data using the new or revised survey tool to obtain new data upon which the parties will use to identify new quality targets (which will be mutually agreed upon by the Parties in writing). If this Agreement is terminated or if Crothall’s Services at a Location are terminated (in whole or in part), then the measurement areas impacted by this termination will not apply for the quarterly/annual period in which the termination became effective (or thereafter).

Metrics Measure Standard Target Actual Performance Weight Actual

Customer Satisfaction 40% Routine Discharge Turn Over as measured through HRC

Time of Notification to room turnover 100 mins. 70 mins. 5.7%

Terminal Clean Turn over as measured through HRC

Time of Notification to room turnover 120 mins. 90 mins. 5.7%

Room Cleanliness ‐ HCAHPS

Press Ganey ‐ Mean Score‐Annual Score 48% 68% 5.7%

2


Hospital Cleanliness

Executive Rounds ‐ Monthly Internal Survey ‐ Annual Score

50% 70% 5.7%

Clinic Cleanliness Press Ganey Mean Score ‐ Annual Score 34% 72% 5.7%

Transport

Task Time Call to Transport 25 mins. 18 mins. 5.7%

Trips/hr Average Number of trips per hr worked 2.5 2.7 5.7%

Operation Metrics 40%

Hours Worked Per 1000 sq. ft. (Environmental Services only)

Productive HR/1000 sq. ft. Cleaned

53 hrs/1000 sq. ft. Cleaned

51 hrs/1000 sq. ft.

Cleaned 13.3%

Labor Expense per 1000 sq. ft. (Environmental Services Only)

Total Labor Expense/1000 sq. ft. Cleaned

$750/1000 sq. ft. Cleaned

$725/1000 sq. ft.

Cleaned 13.3%

Productivity (Environmental Services Only)

Truvan Health Analytics <=40% <=38% 13.3%

Employee Satisfaction 20%

Lost Days Work Worker Comp Reporting 650 days <200days 6.67%

Department Turn Over Rate

% of full/pt time staff departing employment (excluding retirement, extra help)

27% Yr 4 <=23% ; Yr 5 <= 19% ; Yr

6 15% 6.67%

3


Employee Satisfaction Survey

Annual Survey given by KMC. The percentage of employees rating the management team overall > 3 on a 5 point scale

NA 70% 6.70%

Total Weight Total Actual

100.0%

1

EXHIBIT “B” BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is entered into by and between the Kern County Hospital Authority on behalf of Kern Medical Center (“Covered Entity”) and CROTHALL HEALTHCARE, INC. (“Business Associate”) (each a “Party” and collectively the “Parties”), effective as of the underlying Agreement (the “Effective Date”).

RECITALS

WHEREAS, Covered Entity is a “Covered Entity” as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-91), as amended, (“HIPAA”), and the regulations promulgated thereunder by the Secretary of the U.S. Department of Health and Human Services (“Secretary”), including, without limitation, the regulations codified at 45 C.F.R. Parts 160, 162, and 164 (“HIPAA Rules”);

WHEREAS, Business Associate performs Services for or on behalf of Covered Entity, and in performing said Services, Business Associate creates, receives, maintains, or transmits Protected Health Information (“PHI”);

WHEREAS, the Parties intend to protect the privacy and provide for the security of PHI Disclosed by Covered Entity to Business Associate, or received or created by Business Associate, when providing Services in compliance with HIPAA, the Health Information Technology for Economic and Clinical Health Act (Public Law 111-005) (the “HITECH Act”) and its implementing regulations and guidance issued by the Secretary; and

WHEREAS, the Privacy and Security Rules (defined below) require Covered Entity and Business Associate to enter into a BAA that meets certain requirements with respect to the Use and Disclosure of PHI, which are met by this BAA.

AGREEMENT

NOW THEREFORE, in consideration of the Recitals and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 “Breach” shall have the meaning given under 45 C.F.R. § 164.402.

1.2 “Breach Notification Rule” shall mean the Breach Notification for Unsecured Protected Health Information interim final rule at 45 C.F.R. Parts 160 and 164, Subpart D, as may be amended from time to time.

1.3 “Designated Record Set” shall have the meaning given such term under 45 C.F.R. § 164.501.

2

1.4 “Disclose” and “Disclosure” mean, with respect to PHI, the release, transfer, provision of access to, or divulging in any other manner of PHI outside of Business Associate or to other than members of its Workforce, as set forth in 45 C.F.R. § 160.103.

1.5 “Electronic PHI” or “e-PHI” means PHI that is transmitted or maintained in electronic media, as set forth in 45 C.F.R. § 160.103.

1.6 “Protected Health Information” and “PHI” mean any information created, received or maintained by Business Associate on behalf of Covered Entity, whether oral or recorded in any form or medium, that: (a) relates to the past, present or future physical or mental health or condition of an Individual; the provision of health care to an Individual, or the past, present or future payment for the provision of health care to an individual; (b) identifies the Individual (or for which there is a reasonable basis for believing that the information can be used to identify the Individual); and (c) shall have the meaning given to such term under the Privacy Rule at 45 C.F.R. § 160.103. Protected Health Information includes e-PHI.

1.7 “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, as may be amended from time to time.

1.8 “Security Rule” shall mean the Security Standards at 45 C.F.R. Parts 160 and 164, Subparts A and C, as may be amended from time to time.

1.9 “Services” shall mean the services for or functions on behalf of Covered Entity performed by Business Associate pursuant to any Service Agreement between Covered Entity and Business Associate which may be in effect now or from time to time (the “Underlying Agreement”), or, if no such agreements are in effect, then the services or functions performed by Business Associate that constitute a Business Associate relationship, as set forth in 45 C.F.R. § 160.103.

1.10 “SubContractor” shall have the meaning given to such term under 45 C.F.R. § 160.103.

1.11 “Unsecured PHI” shall have the meaning given to such term under 42 U.S.C. § 17932(h), 45 C.F.R. § 164.402, and guidance issued pursuant to the HITECH Act including, but not limited to the guidance issued on April 17, 2009 and published in 74 Federal Register 19006 (April 27, 2009) by the Secretary.

1.12 “Use” or “Uses” mean, with respect to PHI, the sharing, employment, application, utilization, examination or analysis of such PHI within Business Associate’s internal operations, as set forth in 45 C.F.R. § 160.103.

1.13 “Workforce” shall have the meaning given to such term under 45 C.F.R. § 160.103

Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in HIPAA or the HITECH Act, as applicable.

ARTICLE II OBLIGATIONS OF BUSINESS ASSOCIATE

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2.1 Permitted Uses and Disclosures of Protected Health Information. Business Associate shall not Use or Disclose PHI other than as permitted or required by any Underlying Agreement, this BAA, or as Required by Law. Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the Privacy Rule if so Used or Disclosed by Covered Entity, except that Business Associate may Use or Disclose PHI (i) for the proper management and administration of Business Associate; (ii) to carry out the legal responsibilities of Business Associate, provided that with respect to any such Disclosure either: (a) the Disclosure is Required by Law; or (b) Business Associate obtains a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and shall not Use and further Disclose such PHI except as Required by Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. Business Associate may perform Services, including Data Aggregation for the Health Care Operations purposes of Covered Entity and de-identification of PHI in accordance with 45 C.F.R. § 164.514, if required by any Underlying Agreement or with the advance written permission of Covered Entity.

2.2 Adequate Safeguards of PHI. Business Associate shall implement and maintain appropriate safeguards to prevent Use or Disclosure of PHI as provided for by this BAA. Business Associate shall reasonably and appropriately protect the confidentially, integrity, and availability of e-PHI that it creates, receives, maintains or transmits on behalf of Covered Entity and shall comply with Subpart C of 45 C.F.R. Part 164 to prevent Use or Disclosure of PHI other than as provided for by this BAA.

2.3 Reporting Non-Permitted Use or Disclosure.

2.3.1 Reporting Security Incidents and Non-Permitted Use or Disclosure. Business Associate shall report to Covered Entity in writing each Security Incident (as defined by 45 CFR 164.304) or Use or Disclosure that is made by Business Associate, members of its Workforce, or SubContractors that is not specifically permitted by this BAA no later than five (5) business days after becoming aware of such Security Incident or non-permitted Use or Disclosure, in accordance with the notice provisions set forth herein. Notwithstanding the foregoing, Business Associate and Covered Entity acknowledge the ongoing existence and occurrence of attempted but ineffective Security Incidents that are trivial in nature, such as pings and other broadcast service attacks, and Covered Entity acknowledges and agrees that no additional notification to Covered Entity of such ineffective Security Incidents is required, as long as no such incident results in unauthorized access, Use or Disclosure of PHI. Business Associate shall investigate each Security Incident or non-permitted Use or Disclosure of Covered Entity’s PHI that it discovers to determine whether such Security Incident or non-permitted Use or Disclosure constitutes a reportable Breach of Unsecured PHI and shall provide a summary of its investigation and risk assessment to Covered Entity. Business Associate shall document and retain records of its investigation of any suspected Breach, including its reports to Covered Entity under this Section 2.3.1. Business Associate shall take prompt corrective action and any action required by applicable state or federal laws and regulations relating to such Security Incident or non-permitted disclosure. If Business Associate or Covered Entity, in its review of this initial report, determines that such Security Incident or non-permitted Use or Disclosure constitutes a reportable Breach of Unsecured PHI, then Business Associate shall comply with the additional requirements of Section 2.3.2 below.

4

2.3.2 Breach of Unsecured PHI. If Business Associate or Covered Entity determines that a reportable Breach of Unsecured PHI was caused by Business Associate, Business Associate shall provide a written report to Covered Entity without unreasonable delay but no later than five (5) calendar days after discovery of the Breach. To the extent that information is available to Business Associate, Business Associate’s written report to Covered Entity shall be in accordance with 45 C.F.R. §164.410(c). Business Associate shall cooperate with Covered Entity in meeting Covered Entity’s obligations under the HIPAA Rules with respect to such Breach. Covered Entity and Business Associate will cooperate with one another to coordinate the timing and method of providing notification of such Breach to the affected individual(s), the Secretary and, if applicable, the media, but if there is a disagreement in the timing or method, the Covered Entity will make the final decision on providing notification. Business Associate shall reimburse Covered Entity for its reasonable and actual costs and expenses in providing the notification, including, but not limited to, any administrative costs associated with providing notice, printing and mailing costs, public relations costs, and costs of mitigating the harm (which may include the costs of obtaining credit monitoring services and identity theft insurance) for affected individuals whose PHI has or may have been compromised as a result of the Breach caused by Business Associate. If the parties cannot agree that Business Associate is responsible for a Breach for purposes of reimbursing Covered Entity, or if the parties cannot agree on the reasonableness of expenses, the parties agree to resolve the dispute using the methods provided in the Underlying Agreement.

2.3.3 Data Breach Notification and Mitigation Under Other Laws. In addition to the requirements of Sections 2.3.1 and 2.3.2, Business Associate agrees to implement reasonable systems for the discovery and prompt reporting of any breach of individually identifiable information (including but not limited to PHI, and referred to hereinafter as "Individually Identifiable Information") that, if misused, disclosed, lost or stolen, would trigger an obligation under applicable state security breach notification laws ("State Breach") to notify the individuals who are the subject of the information. Business Associate agrees to: (i) cooperate and assist Covered Entity with any investigation into any State Breach or alleged State Breach; (ii) cooperate and assist Covered Entity with any investigation into any State Breach or alleged State Breach conducted by a state agency or Attorney General; (iii) cooperate with Covered Entity to determine Business Associate's obligations to mitigate to the extent practicable any potential harm to the individuals impacted by the State Breach; and (iv) assist with the implementation of any decision by Covered Entity or any State agency to notify individuals impacted or potentially impacted by a State Breach.

2.4 Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this BAA.

2.5 Use of Sub-Contractors. Business Associate shall require each of its Sub-Contractors that creates, maintains, receives, or transmits PHI on behalf of Business Associate, to execute a Business Associate Agreement that imposes on such Sub-Contractors substantially the same restrictions, conditions, and requirements that apply to Business Associate under this BAA with respect to PHI.

2.6 Access to Protected Health Information. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity and within fifteen (15) days of a request by Covered Entity, Business Associate shall make the PHI it maintains (or which is maintained by its Sub-Contractors) in Designated Record Sets available to Covered Entity for inspection and copying, or to an

5

Individual to enable Covered Entity to fulfill its obligations under 45 C.F.R. § 164.524. If Business Associate maintains PHI in a Designated Record Set electronically, Business Associate shall provide such information in the electronic form and format requested by the Covered Entity if it is readily reproducible in such form and format, and, if not, in such other form and format agreed to by Covered Entity to enable Covered Entity to fulfill its obligations under 45 C.F.R. § 164.524(c)(2). Business Associate shall notify Covered Entity within five (5) days of receipt of a request for access to PHI from an Individual.

2.7 Amendment of Protected Health Information. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity and within fifteen (15) days of a request by Covered Entity, Business Associate shall amend the PHI it maintains (or which is maintained by its Sub-Contractors) in Designated Record Sets to enable the Covered Entity to fulfill its obligations under 45 C.F.R. § 164.526. Business Associate shall notify Covered Entity within five (5) days of receipt of a request for amendment of PHI from an Individual.

2.8 Accounting. Within thirty (30) days of receipt of a request from Covered Entity or an Individual for an accounting of disclosures of PHI, Business Associate and its Sub-Contractors shall make available to Covered Entity the information required to provide an accounting of disclosures to enable Covered Entity to fulfill its obligations under 45 C.F.R. § 164.528 and 42 U.S.C. § 17935(c). Business Associate shall notify Covered Entity within five (5) days of receipt of a request by an Individual or other requesting party for an accounting of disclosures of PHI from an Individual.

2.9 Delegated Responsibilities. To the extent that Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate must comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations.

2.10 Availability of Internal Practices, Books, and Records to Government. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, created, maintained, or transmitted by Business Associate on behalf of Covered Entity promptly available for inspection and copying to the Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining Covered Entity’s or Business Associate’s compliance with the HIPAA Rules. In addition, Business Associate agrees that Covered Entity shall have the right to audit and monitor all applicable activities and records of Business Associate to determine Business Associate's compliance with the HIPAA Rules and shall promptly make available to Covered Entity such books, records, or other information relating to the Use and Disclosure of PHI provided, created, received, maintained or transmitted by Business Associate on behalf of Covered Entity for such purpose.

2.11 Minimum Necessary. Business Associate (and its Sub-Contractors) shall, to the extent practicable, limit its request, Use, or Disclosure of PHI to the minimum amount of PHI necessary to accomplish the purpose of the request, Use or Disclosure, in accordance with 42 U.S.C. § 17935(b) and 45 C.F.R. § 164.502(b)(1) or any other guidance issued thereunder.

2.12 Acknowledgement. Business Associate acknowledges that it is obligated by law to comply, and represents and warrants that it shall comply, with HIPAA, the HITECH Act, and the

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HIPAA Rules. Business Associate shall comply with all applicable state privacy and security laws, to the extent that such state laws are not preempted by HIPAA or the HITECH Act.

ARTICLE III OBLIGATIONS OF COVERED ENTITY

3.1 Covered Entity’s Obligations.

3.1.1 Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.

3.1.2 Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI.

3.1.3 In the event Covered Entity agrees with an Individual to any restrictions on Use or Disclosure of PHI pursuant to 45 C.F.R. § 164.522(a) or if Covered Entity determines that it is obligated to accommodate a reasonable request of an Individual to receive communications of PHI pursuant to 45 C.F.R. § 164.522(b), Covered Entity promptly shall notify Business Associate of the same, as well as any revocation or modification of the same, and Business Associate thereupon shall observe such restriction or accommodation (or revocation or modification, if any, thereof) to the extent applicable to its Use or Disclosure of PHI hereunder, notwithstanding any other provision hereof, except as otherwise required by law.

3.1.4 Covered Entity agrees to obtain any consent or authorization that may be required under HIPAA or any other applicable law and/or regulation prior to furnishing Business Associate with PHI.

3.1.5 Covered Entity shall not request Business Associate to make any Use or Disclosure of PHI that would not be permitted under HIPAA if made by Covered Entity. Covered Entity agrees to fulfill its obligations under this BAA in a timely manner.

ARTICLE IV TERM AND TERMINATION

4.1 Term. The term of this BAA shall be the term of any Underlying Agreement.

4.2 Immediate Termination of Underlying Agreement.

4.2.1 Either party may terminate the Underlying Agreement, effective immediately, if the other party: (i) is convicted in a criminal proceeding for a violation of HIPAA, the HITECH Act, the HIPAA Rules or other security or privacy laws; or (ii) is found or stipulated that it has violated any standard or requirement of HIPAA, the HITECH Act, the HIPAA Rules or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.

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4.3 Termination for Cause. In addition to and notwithstanding the termination provisions set forth in any Underlying Agreement, upon Covered Entity’s knowledge of a material breach or violation of this BAA by Business Associate, Covered Entity shall:

4.3.1 Notify Business Associate of the breach in writing, and provide an opportunity for Business Associate to cure the breach or end the violation within thirty (30) business days of such notification; provided that if Business Associate fails to cure the breach or end the violation within such time period to the satisfaction of Covered Entity, Covered Entity may terminate this BAA and any Underlying Agreement upon thirty (30) calendar days written notice to Business Associate.

4.4 Disposition of Protected Health Information Upon Termination or Expiration.

4.4.1 Upon termination or expiration of this BAA, Business Associate shall return or destroy all PHI received from, or created or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form and retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, PHI shall be returned in a mutually agreed upon format and timeframe.

4.4.2 If Business Associate determines that return or destruction is not feasible, Business Associate shall: (a) retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (b) return to Covered Entity the remaining PHI that the Business Associate still maintains in any form; (c) continue to extend the protections of this BAA to the PHI for as long as Business Associate retains the PHI; (d) limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction of the PHI not feasible and subject to the same conditions set out in Sections 2.1 and 2.2 above, which applied prior to termination; and (e) return to Covered Entity the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

ARTICLE V MISCELLANEOUS

5.1 Regulatory References. A reference in this BAA to a section or other part of HIPAA, the

HIPAA Rules, or the HITECH Act means, as of any point in time, the section or part as it may be amended or in effect at such time.

5.2 Amendment. The Parties agree to take such action as is necessary to amend this BAA from time to time as necessary for Covered Entity to implement its obligations pursuant to HIPAA, the HIPAA Rules, or the HITECH Act; provided, however, that Business Associate may terminate this BAA upon written notice to Covered Entity within thirty (30) days following such amendment.

5.3 Relationship to Underlying Agreement Provisions. In the event that a provision of this BAA is contrary to a provision of an Underlying Agreement, the provision of this BAA shall control. Otherwise, this BAA shall be construed under, and in accordance with, the terms of such Underlying Agreement, and shall be considered an amendment of and supplement to such Underlying Agreement.

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5.4 Headings. The headings of the paragraphs and sections of this BAA are inserted solely for convenience of reference and are not a part or intended to govern, limit or aid in the construction of any term or provision hereof.

5.5 Equitable Relief. Business Associate understands and acknowledges that any Disclosure or misappropriation of any PHI in violation of this BAA may cause Covered Entity irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Covered Entity may have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further Disclosure or Breach and for such other relief as Covered Entity shall deem appropriate. Such right of Covered Entity is to be in addition to the remedies otherwise available to Covered Entity at law or in equity. Business Associate expressly waives any requirement in an action for specific performance or injunction for the posting of a bond by Covered Entity.

5.6 Insurance. In addition to any general and/or professional liability insurance required of Business Associate, Business Associate agrees to obtain and maintain, at its sole expense, liability insurance, covering any and all claims, liabilities, demands, damages, losses, costs and expenses to the extent arising from a breach of the security or privacy obligations of Business Associate, its officers, and employees under this BAA. Such insurance coverage will be maintained for the term of this BAA, and a copy of such certificate evidencing the policy shall be provided to Covered Entity at Covered Entity’s request. Business Associate will require its agents, independent contractors, and sub-contractors, of any tier, who are providing Services to Covered Entity pursuant to the Underlying Agreement to obtain and maintain liability insurance covering a breach of the security or privacy obligations provided hereunder.

5.7 Assistance in Litigation or Administrative Proceedings. Business Associate agrees to reasonably cooperate and make itself and any Sub-Contractors or members of its Workforce assisting Business Associate in the performance of its obligations under this BAA available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claim of violation of the HIPAA or other applicable laws relating to privacy or security.

5.8 Indemnification. Business Associate hereby agrees to indemnify and hold harmless Covered Entity and its respective officers, directors, managers, members, employees and agents from and against any and all losses, damages, fines, penalties, claims or causes of action and associated expenses (including, without limitation, costs of judgments, settlements, court costs and attorney’s fees) resulting from Business Associate’s (including its employees, directors, officers, agents, or other members of its Workforce, and its Sub-Contractors) breach of PHI or violation of the terms of this BAA, including but not limited to failure of Business Associate to perform its obligations under this BAA, or to comply with HIPAA or applicable state privacy or security law to the extent of Business Associate’s negligent acts or omissions.

5.9 Legal Actions. Promptly, but no later than five (5) business days after notice thereof, Business Associate shall advise Covered Entity of any actual action, proceeding, regulatory or governmental orders or actions, or any material threat thereof that becomes known to it that may affect the interests of Covered Entity or jeopardize this BAA, and of any facts and circumstances that may be pertinent to the prosecution or defense of any such actual or potential legal action or proceeding, except to the extent prohibited by law.

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5.10 Notice of Request or Subpoena for Data. Business Associate agrees to notify Covered Entity promptly, but no later than five (5) business days after Business Associate's receipt of any request or subpoena for PHI or an accounting thereof. Business Associate shall promptly comply with Covered Entity's instructions for responding to any such request or subpoena, unless such Covered Entity instructions would prejudice Business Associate. To the extent that Covered Entity decides to assume responsibility for challenging the validity of such request, Business Associate agrees to reasonably cooperate with Covered Entity in such challenge. The provisions of this Section shall survive the termination of this BAA.

5.11 Requests from Secretary. Promptly, but no later than five (5) calendar days after notice thereof, Business Associate shall advise Covered Entity of any inquiry by the Secretary concerning any actual or alleged violation of the Privacy Rule or the Security Rule.

5.12 Notices. Any notices required or permitted to be given hereunder by either Party to the other shall be given in writing: (1) by personal delivery; (2) by electronic mail or facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally recognized overnight delivery service; or (4) by United States first class registered or certified mail, postage prepaid, return receipt, in each case, addressed to a Party on the signature page(s) to this BAA, or to such other addresses as the Parties may request in writing by notice given pursuant to this Section 5.12. Notices shall be deemed received on the earliest of personal delivery; upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed; twenty-four (24) hours following deposit with a bonded courier or overnight delivery service; or seventy-two (72) hours following deposit in the U.S. mail as required herein.

Covered Entity’s Notice Address: Kern Medical Center 1700 Mount Vernon Avenue Bakersfield, CA 93306 Attn: Chief Executive Officer

Business Associate’s Notice Address: Crothall Healthcare, Inc. 1500 Liberty Ridge Drive, Suite 210 Wayne, Pennsylvania 19087 Attn: Legal Department

5.13 Relationship of Parties. Notwithstanding anything to the contrary in any Underlying Agreement, Business Associate is an independent Consultant and not an agent of Covered Entity under this BAA. Business Associate has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all Business Associate obligations under this BAA.

5.14 Survival. To the extent that Business Associate retains PHI, the respective rights and obligations of the Parties set forth in Sections 2.3, 4.4, 5.8, and 5.10 of this BAA shall survive the termination, expiration, cancellation, or other conclusion of the BAA or any Underlying Agreement.

5.15 Interpretation. Any ambiguity in this BAA shall be interpreted to permit the Parties to comply with HIPAA, the HITECH Act, and the HIPAA Rules.

5.16 Governing Law; Applicable Law and Venue. This BAA shall be construed in accordance with the laws of the State of California applicable to agreements made and to be performed in such state.

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Any dispute between the Parties shall be brought before the Superior Court of Kern County, California, which shall have jurisdiction over all such claims.

5.17 Waiver of Provisions. Any waiver of any terms and conditions hereof must be in writing and signed by the Parties hereto. A waiver of any of the terms and conditions hereof shall not be construed as a waiver of any other term or condition hereof.

5.18 Assignment and Delegation. Neither this BAA nor any of the rights or duties under this BAA may be assigned or delegated by either Party hereto.

5.19 Disclaimer. Neither Party represents or warrants that compliance by the other Party with this BAA, HIPAA, the HIPAA Rules, or the HITECH Act will be adequate or satisfactory for the other Party’s own purposes. Each Party is solely responsible for its own decisions regarding the safeguarding of PHI.

5.20 Certification. To the extent that Covered Entity determines that such examination is necessary to comply with Covered Entity’s legal obligations pursuant to HIPAA relating to certification of its security practices, Covered Entity or its authorized agents or Consultants may, at Covered Entity’s expense, examine Business Associate’s facilities, systems, procedures, and records, as may be necessary for such agents or Consultants to certify to Covered Entity the extent to which Business Associate’s security safeguards comply with HIPAA, the HIPAA Rules, the HITECH Act, or this BAA.

5.21 Counterparts. This BAA may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, binding on both Parties hereto.

The Parties hereto have executed this BAA as of the Effective Date.

COVERED ENTITY: BUSINESS ASSOCIATE: The Kern County Hospital Authority on behalf of Kern Medical Center

CROTHALL HEALTHCARE, INC.

_________________________________ ____________________________________ Title: Chief Executive Officer Title: Date: ____________________________ Date: ________________________________

Owned and Operated by the Kern County Hospital Authority A Designated Public Hospital



December 13, 2017 Subject: Proposed Amendment No. 1 to Agreement 390‐2015 with Bao Quynh N. Huynh, M.D. Recommended Action: Approve; Authorize Chairman to sign Summary: Kern Medical requests your Board approve the proposed Amendment No. 1 with Bao Quynh N. Huynh, M.D., a contract employee, to provide professional medical services to patients in the Department of Medicine as well as teaching services to resident physicians. Kern Medical will pay Dr. Huynh an annual salary for teaching and administrative services based on the actual number of documented hours for assigned teaching and administrative duties and a guarantee salary for care of KMC patients using the current Medical Group Management Association Physician Compensation and Production Survey. The proposed amendment extends this agreement from July 8, 2018 through December 13, 2020 and increases the maximum payable by $1,575,000, from $1,228,000 to $2,803,000, to cover the extended term

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AMENDMENT NO. 1

TO

AGREEMENT FOR PROFESSIONAL SERVICES

CONTRACT EMPLOYEE

(Kern County Hospital Authority – Bao Quynh N. Huynh, M.D.)

This Amendment No. 1 to the Agreement for Professional Services is made and entered

into this _____ day of __________, 2017, between the Kern County Hospital Authority, a county

hospital authority (“Authority”), which owns and operates Kern Medical Center (“KMC”), and

Bao Quynh N. Huynh, M.D. (“Physician”).

RECITALS

(a) Authority and Physician have heretofore entered into an Agreement for

Professional Services (Kern County Agt. #390-2015, dated June 16, 2015) (“Agreement”), for

the period July 8, 2015 through July 7, 2018, whereby Physician provides professional medical

services in the Department of Medicine at KMC and teaching services to resident physicians

employed by Authority; and

(b) It is the intent of the parties to have the terms of the Agreement provide for the

payment of all reasonably projected costs and expenses related to the services provided by

Physician; and

(c) The parties agree to amend certain terms and conditions of the Agreement as

hereinafter set forth; and

(d) The Agreement is amended effective December 14, 2017;

NOW, THEREFORE, in consideration of the mutual covenants and conditions

hereinafter set forth and incorporating by this reference the foregoing recitals, the parties hereto

agree to amend the Agreement as follows:

1. Section 1, Term, shall be deleted in its entirety and replaced with the following:

“1. Term. The initial term of this Agreement shall commence July 8, 2015 (the

“Commencement Date”), and shall end December 13, 2020 (“Initial Term”), unless

earlier terminated pursuant to other provisions of this Agreement as herein stated. At the

end of the Initial Term and each Renewal Term (as hereinafter defined), if any, this

Agreement may be renewed for additional terms of two (2) years each (“Renewal

Term”), but only upon mutual written agreement of the parties. As used herein, the

“Term” of this Agreement shall mean the Initial Term and all Renewal Terms. As used

herein, an “Employment Year” shall mean the annual period beginning on the

Commencement Date and each annual period thereafter.”

2. Section 5, Compensation Package, paragraph 5.2, Annual Compensation – July 8, 2016

through July 7, 2018, shall be deleted in its entirety and replaced with the following:

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“5.2 Annual Compensation – December 14, 2017 through December 13, 2020.

For the period December 14, 2017 through and including December 13, 2020 (the

“Guarantee Period”), Physician shall be paid an annual salary (“Annual Salary”) as

described below.

5.2.1 Compensation Methodology. Authority shall pay Physician an

Annual Salary comprised of the following: (a) a base salary (“Base Salary”) for

teaching and administrative services based on the actual number of documented

hours for assigned teaching and administrative duties at the hourly rate of $72.87

per hour; and (b) a guarantee salary (“Guarantee Salary”) in the amount of the

greater of (i) $285,650 (the “Minimum Amount”) per year, or (ii) payment for

care of KMC patients using the current Medical Group Management Association

Physician Compensation and Production Survey (“MGMA Survey Data”). KMC has

chosen to use the full time physician compensation with more than one year in the

specialty for all physicians section. A conversion factor will be established by

taking each category and dividing the physician compensation in that category by

the worked relative value unit (“Worked RVU”). Physician will be compensated

for each Worked RVU at the rate of $55.27 (“RVU Effort”). No later than

December 14, 2018, and annually thereafter, KMC will review the MGMA

Survey Data to establish a new rate for the Worked RVU.

5.2.2 Reconciliation of Guarantee Salary. Within 30 days after the end

of each quarter during the Guarantee Period, KMC will calculate the RVU Effort

for such immediately preceding quarter, taking into account the RVU Effort from

December 14, 2017, through the end of the subject quarter, and the RVU Effort

generated from the Guarantee Period shall be determined (the “Actual Amount”).

KMC will undertake a reconciliation of the RVU Effort, for services provided by

Physician during the Guarantee Period, no later than the end of 120 days from the

conclusion of the Guarantee Period. If the prorated Minimum Amount is lower

than the Actual Amount, then such difference shall be paid to Physician as

Guarantee Salary within 30 days after such calculation has been completed.

5.2.3 Time Logs. Physician shall, on a monthly basis on or before the

fifth (5th) day of each calendar month during the Term of this Agreement, submit

to KMC a written time log in the form attached hereto and incorporated herein as

Exhibit “C,” detailing to KMC’s satisfaction the date, time, actual number of

hours, and description of activities related to assigned teaching and administrative

duties during the immediately preceding calendar month.

5.2.4 Biweekly Payment. Physician shall be paid biweekly on the same

schedule as regular Authority employees. The exact date of said biweekly

payments shall be at the sole discretion of Authority. All payments made by

Authority to Physician shall be subject to all applicable federal and state taxes and

withholding requirements.”

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3. Section 5, Compensation Package, paragraph 5.9, Maximum Payable, shall be deleted in

its entirety and replaced with the following:

“5.9 Maximum Payable. The maximum compensation payable under this

Agreement shall not exceed $2,803,000 over the Initial Term of this Agreement.”

4. Exhibit “C,” Time Log Form, attached hereto and incorporated herein by this reference,

shall be made part of the Agreement.

5. All capitalized terms used in this Amendment and not otherwise defined, shall have the

meaning ascribed thereto in the Agreement.

6. This Amendment shall be governed by and construed in accordance with the laws of the

state of California.

7. This Amendment may be executed in counterparts, each of which shall be deemed an

original, but all of which take together shall constitute one and the same instrument.

8. Except as provided herein, all other terms, conditions and covenants of the Agreement

shall remain in full force and effect.

[Signatures follow on next page]

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IN WITNESS TO THE FOREGOING, the parties have executed this Amendment No. 1

as of the day and year first written above.

PHYSICIAN

By_______________________

Bao Quynh N. Huynh, M.D.

KERN COUNTY HOSPITAL AUTHORITY

By_______________________

Chairman

Board of Governors

APPROVED AS TO CONTENT:

KERN MEDICAL CENTER

By_______________________

Russell V. Judd

Chief Executive Officer

APPROVED AS TO FORM:

LEGAL SERVICES DEPARTMENT

By_______________________

VP & General Counsel

Kern County Hospital Authority

Amend1.Huynh.103117

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EXHIBIT “C”

TIME LOG FORM

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TIME LOG FORM

_____________________________________ ____________________________________

Physician Name Signature / Date

_________________________________ _______________________ ____________________________

Department Month / Year of Service Total Hours / Month

Services Provided (please list specific activity performed) Date Hours

1. Medical Staff CME Activities

_____________________________________ ________ _________

_____________________________________ ________ _________

2. Hospital Staff Education and Training

_____________________________________ ________ _________

_____________________________________ ________ _________

3. Clinical Supervision

_____________________________________ ________ _________

_____________________________________ ________ _________

4. Quality Improvement Activities (committees, case review, etc.)

_____________________________________ ________ _________

_____________________________________ ________ _________

5. Administration Activities

_____________________________________ ________ _________

_____________________________________ ________ _________

6. Community Education

_____________________________________ ________ _________

_____________________________________ ________ _________

7. Medical Management Activities

_____________________________________ ________ _________

_____________________________________ ________ _________

8. Compliance Activities

_____________________________________ ________ _________

_____________________________________ ________ _________

9. Other Services

_____________________________________ ________ _________

_____________________________________ ________ _________

_____________________________________ ________ _________

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_____________________________________ ________ _________




December 13, 2017 Subject: Proposed Agreement with Kern Vascular Call Group, Inc. Recommended Action: Approve; Authorize Chairman to sign Summary: Kern Medical requests your Board approve the proposed agreement with Kern Vascular Call Group, an independent contractor, to provide 24/7 emergency and trauma coverage for the vascular surgery service. The proposed agreement is from January 15, 2018 through January 14, 2019, in an amount not to exceed $600,000.

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AGREEMENT FOR PROFESSIONAL SERVICES

INDEPENDENT CONTRACTOR

(Kern County Hospital Authority – Kern Vascular Call Group, Inc.)

This Agreement is made and entered into this _____ day of __________, 2017, between

the Kern County Hospital Authority, a local unit of government (“Authority”), which owns and

operates Kern Medical Center (“KMC”), and Kern Vascular Call Group, Inc., a California

professional medical corporation (“Contractor”), with its principal place of business located at

4901 Centennial Plaza Way, Bakersfield, California 93312.

I.

RECITALS

(a) Authority is authorized, pursuant to section 101852 of Part 4 of Division 101 of

the Health and Safety Code, to contract for special services with individuals specially trained,

experienced, expert, and competent to perform those services; and

(b) Authority owns and operates KMC, a general acute care hospital located at 1700

Mount Vernon Avenue, Bakersfield, California, and affiliated clinics (collectively, the

“Premises”), in which is located the Department of Surgery (the “Department”); and

(c) Contractor is a California professional medical corporation with medical doctors

(collectively, “Group Physicians” or individually, “Group Physician”) who provide services on

behalf of Contractor; and

(d) Authority requires the assistance of Contractor to provide professional medical

services to patients of KMC and teaching services to resident physicians employed by Authority,

as such services are unavailable from Authority resources, and Contractor desires to provide such

services on the terms and conditions set forth in this Agreement; and

(e) Contractor has special knowledge, training and experience, and is qualified to

render such services;

NOW, THEREFORE, in consideration of the mutual covenants and conditions

hereinafter set forth and incorporating by this reference the foregoing recitals, the parties hereto

agree as follows:

II.

TERMS AND CONDITIONS

1. Term. This Agreement shall be effective and the term shall commence as of January 15,

2018 (the “Effective Date”), and shall end January 14, 2019, unless earlier terminated pursuant

to other provisions of this Agreement as herein stated.

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2. Obligations of Contractor.

2.1 Specified Services. Contractor agrees to provide vascular surgery services

through Group Physicians at KMC, including but not limited to the services set forth below.

Such services may be changed from time to time by agreement of the parties in accordance with

the provisions of this Agreement.

2.1.1 Clinical Responsibilities. Contractor through Group Physicians shall: (i)

provide 24/7 emergency and trauma coverage for the vascular surgery service; (ii)

perform emergency and elective vascular surgery procedures at KMC; (iii) provide

mutually agreed upon coverage for the vascular surgery clinic; (iv) supervise residents

and medical students assigned to the vascular surgery service; (v) supervise procedures

performed by residents and mid-level providers; (vi) perform therapeutic and diagnostic

procedures within the scope of practice for a vascular surgeon.

2.1.2 Teaching. Contractor through Group Physicians shall provide didactic

lectures as mutually agreed upon between Contractor and the Department chair or

program director.

2.1.3 Medical Education; Academic Responsibilities. Contractor through Group

Physicians shall: (i) provide clinical mentoring to and evaluation of residents and medical

students; and (ii) maintain board certification or eligibility in vascular surgery.

2.2 Representations. Contractor makes the following representations which are

agreed to be material to and form a part of the inducement for this Agreement: (i) Contractor has

the expertise and support staff necessary to provide the services described in this Agreement; and

(ii) Contractor does not have any actual or potential interests adverse to Authority nor does

Contractor represent a person or firm with an interest adverse to Authority with reference to the

subject of this Agreement; and (iii) Contractor shall diligently provide all required services in a

timely and professional manner in accordance with the terms and conditions set forth in this

Agreement.

2.3 Standard of Care. Authority has relied upon the professional ability and training

of Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees

that all of its work will be performed and that its operations shall be conducted in accordance

with generally accepted and applicable professional practices and standards as well as the

requirements of applicable federal, state and local laws, it being understood that acceptance of

Contractor’s work by Authority shall not operate as a waiver or release.

2.4 Performance Standard. Contractor shall perform all services hereunder in a

manner consistent with the level of competency and standard of care normally observed by a

person practicing in Contractor’s profession. If Authority determines that any of Contractor’s

work is not in accordance with such level of competency and standard of care, Authority, in its

sole discretion, shall have the right to do any or all of the following: (a) require Contractor to

meet with Authority to review the quality of the work and resolve matters of concern; (b) require

Contractor to repeat the work at no additional charge until it is satisfactory; (c) terminate this

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Agreement pursuant to the provisions of section 36; or (d) pursue any and all other remedies at

law or in equity.

2.5 Assigned Personnel. Contractor shall assign only competent personnel to perform

the Services hereunder. In the event that at any time Authority, in its sole discretion, desires the

removal of any person or persons assigned by Contractor to perform the services hereunder,

Contractor shall remove such person or persons immediately upon receiving written notice from

Authority. Group Physicians providing services under this Agreement include, without

limitation, Hao D. Bui, M.D., Tien H. Nguyen, M.D., and Sara Honari, M.D.

2.6 Qualifications of Group Physicians.

2.6.1 Licensure/Board Certification. Group Physicians shall at all times during

the term of this Agreement be duly licensed physicians and surgeons in the state of

California, practicing in the medical specialty of vascular surgery, and certified by or

eligible for certification by the American Board of Surgery in vascular surgery-general,

and maintain such certification at all times during the term of this Agreement.

2.6.2 Medical Staff Status. Each Group Physician shall at all times during the

term of this Agreement be a member in good standing of the KMC medical staff with

“active” or “courtesy” staff status and hold all clinical privileges on the active or courtesy

medical staff appropriate to the discharge of his or her obligations under this Agreement.

2.6.3 TJC and ACGME Compliance. Each Group Physician shall observe and

comply with all applicable standards and recommendations of The Joint Commission and

Accreditation Council for Graduate Medical Education.

2.6.4 Training/Experience. Each Group Physician shall have (i) major trauma

experience at a level I or II trauma center, (ii) general vascular surgery experience in

trauma, (iii) experience with severe trauma cases, (iv) a background to include experience

working with other clinical departments, teaching residents and medical students,

participating in hospital committees, and working on pathways and evidence-based

guidelines, and (v) ongoing acute care hospital experience.

2.7 Rights and Duties. Hao H. Bui, M.D. shall act as the authorized agent for

Contractor in all matters relating to the performance of Group Physicians under this Agreement.

Contractor shall, by contract, obligate Group Physicians to comply fully with all duties,

obligations and restrictions imposed upon Contractor under this Agreement.

2.8 Loss or Limitation. Contractor shall notify KMC promptly of any loss, sanction,

suspension or material limitations of any Group Physician’s license to practice in the state of

California, Controlled Substance Registration Certificate issued by the Drug Enforcement

Administration, right to participate in the Medicare or Medicaid programs, or specialty

qualifications for medical staff membership or clinical privileges.

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2.9 Standards of Medical Practice. The standards of medical practice and

professional duties of all Group Physicians providing services under this Agreement shall be in

accordance with the KMC medical staff bylaws, rules, regulations, and policies, the standards for

practice established by the state Department of Public Health and all other state and federal laws

and regulations relating to the licensure and practice of physicians, and The Joint Commission.

2.10 Medical Record Documentation. Contractor shall cause a complete medical

record to be timely prepared and maintained for each patient seen by a Group Physician

providing services under this Agreement. This record shall be prepared in compliance with all

state and federal regulations, standards of The Joint Commission, and the KMC medical staff

bylaws, rules, regulations, and policies. Documentation by Group Physicians will conform to the

requirements for evaluation and management (E/M) services billed by teaching physicians set

forth in the Medicare Carriers Manual, Part 3, sections 15016–15018, inclusive.

2.11 Quality Improvement and Risk Management. Contractor agrees that all Group

Physicians shall participate in (i) the quality improvement and risk management programs of

KMC and serve on such committees as may be required; (ii) ongoing quality improvement

activities, such as audits, which will be conducted annually in the Department in order to

evaluate and enhance the quality of patient care; and (iii) risk management activities designed to

identify, evaluate and reduce the risk of patient injury associated with care. At a minimum,

Contractor shall ensure that the quality improvement program consists of the following

integrated components: (i) professional development that provides continuous performance

feedback that is benchmarked, evaluated, and rated individually and collectively; (ii) clinical

standards that are evidence-based and grounded in industry best practices; (iii) performance

improvement that is outcomes-focused and based on quality indicators/metrics with quarterly

reporting of same; and (iv) customer satisfaction that is feedback/survey-driven and objectively

and comparatively measured, tracked/trended, and analyzed. The appropriate review mechanism

will be applied in accordance with the provisions of the KMC medical staff bylaws, The Joint

Commission, and applicable law.

2.12 Taxes. Contractor agrees to file federal and state tax returns and pay all

applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and

responsible to pay such taxes and other obligations, including, but not limited to, state and

federal income and FICA taxes. Contractor agrees to indemnify and hold Authority harmless

from any liability which it may incur to the United States or to the state of California as a

consequence of Contractor’s failure to pay, when due, all such taxes and obligations. In case

Authority is audited for compliance regarding any withholding or other applicable taxes,

Contractor agrees to furnish Authority with proof of payment of taxes on these earnings.

2.13 Nonexclusive Services. Contractor understands and agrees that Authority will

utilize the services of Contractor pursuant to the terms of this Agreement on a non-exclusive

basis. Contractor further agrees that Authority shall retain the option to enter into agreements

with other organizations for purposes of securing the services, in its sole discretion.

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3. Obligations of Authority.

3.1 Authority Designee. Authority shall designate a primary contact, who will

arrange for KMC staff assistance as may be required.

3.2 Space. KMC shall furnish for the use of Contractor such space and facilities as

may be deemed necessary by KMC for the proper operation and conduct of the Department.

KMC shall, in its sole discretion, determine the amount and type of space and facilities to be

provided herein. Contractor shall use the space and equipment solely for the performance of the

services required under this Agreement. Neither Contractor nor Group Physicians shall use such

space or equipment for other business or personal use.

3.3 Use Limitations on Space. The use of any part of the space occupied by the

Department for the general or private practice of medicine is prohibited. Contractor shall use the

items furnished under this Agreement only for the performance of services required by this

Agreement. This Agreement shall not be construed to be a lease to Contractor or any Group

Physician of any portion of the Premises, and insofar as Contractor or Group Physicians may use

a portion of said Premises, Contractor and Group Physicians do so as licensees only, and

Authority and KMC shall, at all times, have full and free access to the same.

3.4 Equipment. KMC shall furnish for the use of the Department such equipment as

is deemed necessary by KMC for the proper operation and conduct of the Department consistent

with community standards. KMC shall keep and maintain this equipment in good order and

repair and replace such equipment, as is reasonably necessary and subject to the usual purchasing

practices of Authority and KMC and budget constraints.

3.5 Services and Supplies. KMC shall provide or arrange for the provision of

janitorial services, housekeeping services, laundry and utilities, together with such other hospital

services, including medical records, administrative and engineering services, and expendable

supplies as KMC deems necessary for the proper operation and conduct of the Department.

3.6 Control Retained in KMC. In compliance with title 22, California Code of

Regulations, section 70713 KMC will retain professional and administrative responsibility for

services rendered under this Agreement. Contractor shall apprise KMC of recommendations,

plans for implementation and continuing assessment through dated and signed reports which

shall be retained by KMC for follow-up action and evaluation of performance.

4. Payment for Services.

4.1 Compensation. As consideration for the services provided by Contractor

hereunder, Authority will pay Contractor in accordance with the fee schedule set forth in this

paragraph 4.1. All services are payable in arrears.

4.1.1 Emergency/Trauma Coverage. Authority will pay Contractor a per diem

rate of $1,000 per 24-hour day for emergency/trauma coverage.

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4.1.2 Surgical Procedures/Consults. Authority will pay Contractor a fixed fee in

the amount of $59.52 per worked relative value unit for all surgical procedures and

consults performed at KMC.

4.1.3 Outpatient Clinic Coverage. Authority will pay Contractor the greater of a

fixed fee in the amount of $500 per half-day clinic or $59.52 per worked relative value

unit for assigned outpatient clinic coverage.

4.14 Didactic Lectures. Authority will pay Contractor a fixed fee in the amount

of $500 per lecture, which includes preparation time and lecture presentation.

4.2 Compensation All-inclusive. The compensation paid to Contractor is inclusive of

all expenses, including without limitation, lodging, mileage reimbursement, car rental, meals,

and incidental expenses.

4.3 Limitations on Compensation. Except as expressly stated herein, neither

Contractor nor Group Physicians shall receive any benefits from Authority, including without

limitation, health benefits, sick leave, vacation, holidays, deferred compensation or retirement.

4.4 Invoices. Invoices for payment shall be submitted in a form approved by KMC

and list each service performed. Invoices and receipts shall be sent to KMC for review and

processing within 60 days of the date of service or payment will not be made. Payment shall be

made to Contractor within 30 days of receipt and approval of each invoice by KMC.

4.5 Maximum Payable. The maximum payable under this Agreement will not exceed

$600,000 over the one-year term of this Agreement.

4.6 Taxpayer Identification. To ensure compensation is reported as paid to the proper

party, Contractor will complete and execute IRS Form W-9 (Exhibit “A,” attached hereto and

incorporated herein by this reference), which identifies the taxpayer identification number for

Contractor.

4.7 Professional Fee Billing. KMC shall have the exclusive right to set, bill, collect

and retain all fees, including professional fees, for all direct patient care services provided by

Contractor to KMC patients during the term of this Agreement. All professional fees generated

by Contractor for services rendered to KMC patients at KMC or a KMC location during the term

of this Agreement, including both cash collections and accounts receivable, will be the sole and

exclusive property of KMC, whether received by KMC or by Contractor and whether received

during the term of this Agreement or anytime thereafter. Contractor hereby assigns all rights to

said fees and accounts to KMC and shall execute all documents required from time to time by

KMC and otherwise fully cooperate with KMC to enable KMC to collect fees and accounts from

patients and third-party payers.

4.8 Managed Care Organizations. For and on behalf of Contractor, including Group

Physicians, Authority shall have the sole and exclusive right and authority to enter into

contractual relationships with HMOs, IPAs, PPOs, PHOs, employer groups, provider networks

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and other managed care organizations (collectively “Managed Care Organizations”). Contractor

shall provide the same quality of care to patients from Managed Care Organizations as is

provided to other KMC patients. Upon request from Authority or KMC, Contractor shall

execute Managed Care Organization documents as “provider” if deemed necessary or advisable

by Authority. Contractor shall not contract with any Managed Care Organization without

Authority’s prior written consent in each instance.

5. Access to Books and Records. Until the expiration of four (4) years after the expiration

or termination of this Agreement, KMC and Contractor shall make available, upon written

request of the Secretary of the United States Secretary of Health and Human Services

(“Secretary”) or the Comptroller General of the United States General Accounting Office

(“Comptroller General”), or any of their duly authorized representatives, a copy of this

Agreement and such books, documents and records of either party as are necessary to certify the

nature and extent of costs of the services Contractor provided under this Agreement. Contractor

further agrees that if it carries out any of its duties under this Agreement through a subcontract

with a value or cost of $10,000 or more over a 12-month period with a related organization, that

such subcontract shall contain a clause to the effect that until the expiration of four (4) years after

the furnishing of such services pursuant to such subcontract, the related organization shall make

available, upon written request of the Secretary or the Comptroller General, or any of their duly

authorized representatives, the subcontract, and books, documents and records of such

organization that are necessary to verify the nature and extent of such costs.

6. Anti-referral Laws. Contractor acknowledges that it is subject to certain federal and

state laws governing the referral of patients, which are in effect during the term of this

Agreement. These laws include (i) prohibitions on payments for referral or to induce the referral

of patients, and (ii) the referral of patients by a physician for certain designated health care

services to an entity with which the physician (or his or her immediate family) has a financial

relationship (Cal. Business and Professions Code sections 650 et seq.; Cal. Labor Code sections

139.3 and 139.31; section 1128B (b) of the Social Security Act; and section 1877 of the Social

Security Act). The parties expressly agree that nothing contained in this Agreement shall require

either the referral of any patients to, or order of any goods or services from Contractor or KMC.

Notwithstanding any unanticipated effect of any provision of this Agreement, neither party shall

knowingly or intentionally conduct itself in such a manner as to violate the prohibition against

fraud and abuse in connection with the Medicare and Medicaid programs (42 U.S.C. section

1320a-7b).

7. Assignment. Contractor shall not assign, delegate, sublet, or transfer any interest in or

duty under this Agreement. Contractor shall not assign any money due or which becomes due to

Contractor under this Agreement without the prior written approval of Authority.

8. Audits, Inspection and Retention of Records. Contractor agrees to maintain and make

available to Authority accurate books and records relative to all its activities under this

Agreement. Contractor shall permit Authority to audit, examine and make excerpts and

transcripts from such records, and to conduct audits or reviews of all invoices, materials, records

or personnel or other data related to all other matters covered by this Agreement. Contractor

shall maintain such data and records in an accessible location and condition for a period of not

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less than four (4) years from the date of final payment under this Agreement, or until after the

conclusion of any audit, whichever occurs last. The state of California or any federal agency

having an interest in the subject of this Agreement shall have the same rights conferred upon

Authority herein.

9. Authority to Bind Authority. It is understood that Contractor, in its performance of any

and all duties under this Agreement, has no authority to bind Authority to any agreements or

undertakings.

10. Captions. The captions in this Agreement are solely for convenience of reference. They

are not a part of this Agreement and shall have no effect on its construction or interpretation.

11. Change in Law. In the event that a change in state or federal law or regulatory

requirement (or the application thereof), any of which renders this Agreement illegal, impossible

to perform, or commercially impracticable, the parties agree to negotiate immediately, in good

faith, any necessary or appropriate amendments(s) to the terms of this Agreement. If the parties

fail to reach a mutually agreeable amendment within 30 days of such negotiation period, this

Agreement shall automatically terminate at the end of such 30-day period.

12. Choice of Law/Venue. The parties hereto agree that the provisions of this Agreement

will be construed pursuant to the laws of the state of California. It is expressly acknowledged

that this Agreement has been entered into and will be performed within the County of Kern.

Should any suit or action be commenced to enforce or interpret the terms of this Agreement or

any claim arising under it, it is expressly agreed that proper venue shall be in County of Kern,

state of California.

13. Compliance with Law. Contractor shall observe and comply with all applicable

Authority, local, state and federal laws, ordinances, rules and regulations now in effect or

hereafter enacted, each of which is hereby made a part hereof and incorporated herein by

reference.

14. Compliance Program. Contractor acknowledges that KMC has implemented a

compliance program for the purpose of ensuring adherence to applicable federal and state laws,

regulations and other standards. Contractor agrees that in the course of performance of its duties

described herein that it shall act, and cause its employees to act, in conformance with the policies

set forth therein. KMC shall make available such information relating to its compliance program

as is appropriate to assist Contractor in adhering to the policies set forth in the compliance

program. Contractor and its employees shall participate in compliance training and education as

reasonably requested by KMC.

15. Confidentiality.

15.1 Use and Disclosure Restrictions. Neither party shall, without the written consent

of the other, communicate confidential information of the other, designated in writing or

identified in this Agreement as such, to any third party and shall protect such information from

inadvertent disclosure to any third party in the same manner that the receiving party would

9

protect its own confidential information. The foregoing obligations will not restrict either party

from disclosing confidential information of the other party: (i) pursuant to applicable law; (ii)

pursuant to the order or requirement of a court, administrative agency, or other governmental

body, on condition that the party required to make such a disclosure gives reasonable written

notice to the other party to contest such order or requirement; and (iii) on a confidential basis to

its legal or financial advisors.

15.2 Trade Secrets. The parties acknowledge that each party, in connection with its

business, has developed certain operating manuals, symbols, trademarks, trade names, service

marks, designs, patient lists, procedures, processes, and other copyrighted, patented,

trademarked, or legally protectable information which is confidential and proprietary to the party

that constitute its trade secrets. The parties shall not use any name, symbol, mark, or other

proprietary information of the other party except as expressly permitted.

15.3 Medical Records. The parties agree to maintain the confidentiality of all medical

records pertaining to the provision of services under this Agreement in accordance with

applicable federal and state laws and regulations including, but not limited to, the California

Confidentiality of Medical Records Information Act, codified at section 56.1 of the California

Civil Code, California Evidence Code sections 1156 and 1157, and the Health Insurance

Portability and Accountability Act of 1996 and its implementing regulations.

15.4 Medical Staff and Committee Records. All records, files, proceedings and related

information of Group Physicians, KMC and the medical staff and it committees pertaining to the

evaluation and improvements of the quality of patient care at KMC shall be kept strictly

confidential by Contractor and Group Physicians. Neither Contractor nor Group Physicians shall

voluntarily disclose such confidential information, either orally or in writing, except as expressly

required by law or pursuant to written authorization by KMC, which may be given or withheld in

the sole discretion of KMC.

15.5 Ownership of Records. All documents, papers, notes, memoranda, computer files

and other written or electronic records of any kind (“Documents”), in whatever form or format,

assembled, prepared or utilized by Contractor or Group Physicians during and in connection with

this Agreement shall remain the property of Authority at all times. Upon the expiration or

termination of this Agreement, Contractor shall promptly deliver to Authority all such

Documents, which have not already been provided to Authority in such form or format as

Authority deems appropriate. Such Documents shall be and will remain the property of

Authority without restriction or limitation. Contractor may retain copies of the above described

Documents but agrees not to disclose or discuss any information gathered, discovered, or

generated in any way through this Agreement without the express written permission of

Authority.

15.6 Non-disparagement. Each party agrees that it shall not make or cause to be made,

any written (including, but not limited to, any emails, internet postings, remarks or statements) or

verbal assertions, statements or other communications regarding the other party’s business or

each other which may be in any manner whatsoever defamatory, detrimental or unfavorable to

10

such other party. Each party agrees that these non-disparagement covenants shall survive the

termination of this Agreement.

16. Conflict of Interest. Contractor covenants that it has no interest and that it will not

acquire any interest, direct or indirect, that represents a financial conflict of interest under state

law or that would otherwise conflict in any manner or degree with the performance of its services

hereunder. Contractor further covenants that in the performance of this Agreement no person

having any such interests shall be employed. It is understood and agreed that if such a financial

interest does exist at the inception of this Agreement, Authority may immediately terminate this

Agreement by giving written notice thereof.

17. Consent. Wherever in this Agreement the consent or approval of one party is required to

an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

18. Construction. To the fullest extent allowed by law, the provisions of this Agreement

shall be construed and given effect in a manner that avoids any violation of statute, ordinance,

regulation, or law. The parties covenant and agree that in the event that any provision of this

Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the

remainder of the provisions hereof shall remain in full force and effect and shall in no way be

affected, impaired, or invalidated thereby. Contractor and Authority acknowledge that they have

each contributed to the making of this Agreement and that, in the event of a dispute over the

interpretation of this Agreement, the language of the Agreement will not be construed against

one party in favor of the other. Contractor and Authority acknowledge that they have each had

an adequate opportunity to consult with counsel in the negotiation and preparation of this

Agreement.

19. Counterparts. This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed an original but all of which together shall constitute

one and the same instrument.

20. Disqualified Persons. The parties mutually represent and warrant to one another that

they and their respective representatives are not: (i) currently excluded, debarred, or otherwise

ineligible to participate in the federal health care programs as defined in 42 U.S.C. section

1320a-7b-(f) (the “Federal health care programs”) and/or present on the exclusion database of

the Office of the Inspector General (“OIG”) or the Government Services Administration

(“GSA”); (ii) convicted of a criminal offense related to the provision of health care items or

services but have not yet been excluded, debarred, or otherwise declared ineligible to participate

in the Federal health care programs; or (iii) debarred, suspended, excluded or disqualified by any

federal governmental agency or department or otherwise declared ineligible from receiving

federal contracts or federally approved subcontracts or from receiving federal financial and

nonfinancial assistance and benefits. This shall be an ongoing representation and warranty

during the term of this Agreement and a party shall immediately notify the other party of any

change in the status of any of the representations and/or warranties set forth in this section. Any

breach of this section shall give the non-breaching party the right to terminate this Agreement

immediately upon written notice.

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21. Enforcement of Remedies. No right or remedy herein conferred on or reserved to

Authority is exclusive of any other right or remedy herein or by law or equity provided or

permitted, but each shall be cumulative of every other right or remedy given hereunder or now or

hereafter existing by law or in equity or by statute or otherwise, and may be enforced

concurrently or from time to time.

22. Immigration Compliance. Contractor shall comply with all provisions of immigration

law with respect to hiring, recruiting or referring for employment persons whose authorization

for employment in the United States has been verified, and shall provide KMC with a copy of

such verification required in 8 USCA section 1324a. Contractor agrees to indemnify, defend,

and hold harmless Authority, its agents, officers, and employees, from any liability, damages, or

causes of action arising out of Contractor’s failure to comply with this section 22.

23. Indemnification and Hold Harmless. Authority shall assume liability for and

indemnify and hold Contractor and Group Physicians harmless from any and all claims, losses,

expenses, costs, actions, settlements, attorneys’ fees and judgments incurred by Contractor or

Group Physicians or for which Contractor or Group Physicians becomes liable, arising out of or

related to professional services rendered or which a third party alleges should have been rendered

by Contractor or Group Physicians pursuant to this Agreement. Authority’s obligation under this

paragraph shall extend from the Effective Date and shall survive termination or expiration of this

Agreement to include all claims that allegedly arise out of professional services Contractor or

Group Physicians rendered on behalf of Authority; provided, however, that the provisions of this

paragraph shall not apply to any services rendered at any location other than KMC without

approval by the Kern County Hospital Authority Board of Governors and, provided further, that

Authority shall have no duty or obligation to defend, indemnify or hold Contractor or Group

Physicians harmless for any conduct or misconduct found to be intentional, willful, grossly

negligent, or criminal.

24. Independent Contractor. In the performance of the services under this Agreement,

Contractor shall be, and acknowledges that Contractor is in fact and law, an independent

contractor and not an agent or employee of Authority. Contractor has and retains the right to

exercise full supervision and control over the manner and methods of providing services to

Authority under this Agreement. Contractor retains full supervision and control over the

employment, direction, compensation and discharge of all persons assisting Contractor in the

provision of services under this Agreement. With respect to Contractor’s employees, if any,

Contractor shall be solely responsible for payment of wages, benefits and other compensation,

compliance with all occupational safety, welfare and civil rights laws, tax withholding and

payment of employment taxes whether federal, state or local, and compliance with any and all

other laws regulating employment.

25. Informal Dispute Resolution. Controversies between the parties with respect to this

Agreement, or the rights of either party, or with respect to any transaction contemplated by this

Agreement, shall be resolved, to the extent possible, by informal meetings and discussions

among appropriate representatives of the parties.

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26. Insurance. With respect to performance of work under this Agreement, Contractor shall

maintain and shall require all of its subcontractors, consultants, and other agents to maintain,

insurance as described in Exhibit “B,” attached hereto and incorporated herein by this reference.

27. Modifications of Agreement. This Agreement may be modified in writing only, signed

by the parties in interest at the time of the modification.

28. No Third Party Beneficiaries. It is expressly understood and agreed that the

enforcement of this Agreement and all rights of action relating to such enforcement, shall be

strictly reserved to Authority and Contractor. Nothing contained in this Agreement shall give or

allow any claim or right of action whatsoever by any other third person. It is the express

intention of Authority and Contractor that any such person or entity, other than Authority or

Contractor, receiving services or benefits under this Agreement shall be deemed an incidental

beneficiary only.

29. Non-appropriation. Authority reserves the right to terminate this Agreement in the

event insufficient funds are appropriated or budgeted for this Agreement in any fiscal year.

Upon such termination, Authority will be released from any further financial obligation to

Contractor, except for services performed prior to the date of termination or any liability due to

any default existing at the time this clause is exercised. Contractor will be given 30 days’ prior

written notice in the event that Authority requires such an action.

30. Non-collusion Covenant. Contractor represents and agrees that it has in no way entered

into any contingent fee arrangement with any firm or person concerning the obtaining of this

Agreement with Authority. Contractor has received from Authority no incentive or special

payments, nor considerations, not related to the provision of services under this Agreement.

31. Nondiscrimination. Neither Contractor, nor any officer, agent, employee, servant or

subcontractor of Contractor shall discriminate in the treatment or employment of any individual

or groups of individuals on the grounds of race, color, ancestry, national origin, religion, sex,

actual or perceived sexual orientation, marital status, age, pregnancy, medical condition,

handicap or other prohibited basis, either directly, indirectly or through contractual or other

arrangements.

32. Non-waiver. No covenant or condition of this Agreement can be waived except by the

written consent of Authority. Forbearance or indulgence by Authority in any regard whatsoever

shall not constitute a waiver of the covenant or condition to be performed by Contractor.

Authority shall be entitled to invoke any remedy available to Authority under this Agreement or

by law or in equity despite said forbearance or indulgence.

33. Notices. Notices to be given by one party to the other under this Agreement shall be

given in writing by personal delivery, by certified mail, return receipt requested, or express

delivery service at the addresses specified below. Notices delivered personally shall be deemed

received upon receipt; mailed or expressed notices shall be deemed received four (4) days after

deposit. A party may change the address to which notice is to be given by giving notice as

provided above.

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Notice to Contractor: Notice to Authority:

Kern Vascular Call Group, Inc. Kern Medical Center

4901 Centennial Plaza Way 1700 Mount Vernon Avenue

Bakersfield, California 93312 Bakersfield, California 93306

Attn.: Its President Attn.: Chief Executive Officer

34. Signature Authority. Each party represents that they have full power and authority to

enter into and perform this Agreement, and the person(s) signing this Agreement on behalf of

each party has been properly authorized and empowered to enter into this Agreement.

35. Sole Agreement. This Agreement, including all attachments hereto, contains the entire

agreement between the parties relating to the services, rights, obligations and covenants

contained herein and assumed by the parties respectively. No inducements, representations or

promises have been made, other than those recited in this Agreement. No oral promise,

modification, change or inducement shall be effective or given any force or effect.

36. Termination.

36.1 Termination with Cause. Either party may terminate this Agreement in the event

of a material breach by the other; provided, however, the termination for the breach of this

Agreement will not become effective unless and until the party not in default, has given the other

party written notice of breach, which notice shall state the general nature of the breach, and the

party allegedly in default will thereafter have a period of 30 days following the giving of said

notice in which to remedy the default to the reasonable satisfaction of the other party. If the

alleged default is of the kind that cannot be cured within 30 days, then the party allegedly in

default will have an additional 30 days in which to remedy the breach as long as such party is

acting in good faith and using diligent efforts to remedy such breach throughout the cure period.

36.2 Termination without Cause. Either party may terminate this Agreement, without

cause, upon 120 days’ prior written notice to the other party.

36.3 Immediate Termination. Notwithstanding the foregoing, Authority shall have the

right to terminate this Agreement effective immediately after giving written notice to Contractor,

for any of the following reasons: (i) Authority determines that Contractor does not have the

proper credentials, experience or skill to perform the required services under this Agreement; (ii)

continuation by Contractor in the providing of services may result in civil, criminal, or monetary

penalties against Authority or KMC; (iii) the violation of any federal or state law or regulatory

rule or regulation or condition of accreditation or certification to which Authority or KMC is

subject; (iv) an unauthorized use or disclosure of confidential or proprietary information by

Contractor which causes material harm to Authority or KMC; (v) commission of a material act

involving moral turpitude, fraud, dishonesty, embezzlement, misappropriation or financial

dishonesty by Contractor against Authority or KMC; (vi) the loss or threatened loss of KMC’s

ability to participate in any federal or state health care program, including Medicare or Medi-Cal,

due to the actions of Contractor; or (vii) the failure of Contractor to cure a default within the time

allowed in paragraph 36.1.

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37. Effect of Termination.

37.1 Payment Obligations. In the event of termination of this Agreement for any

reason, Authority shall have no further obligation to pay for any services rendered or expenses

incurred by Contractor after the effective date of the termination, and Contractor shall be entitled

to receive compensation for services satisfactorily rendered, calculated on a prorated basis up to

the effective date of termination.

37.2 Vacate Premises. Upon expiration or earlier termination of this Agreement,

Contractor shall immediately vacate KMC, removing at such time any and all personal property

of Contractor. Authority may remove and store, at Contractor’s expense, any personal property

that Contractor has not so removed.

37.3 No Interference. Following the expiration or earlier termination of this

Agreement, Contractor shall not do anything or cause any person to do anything that might

interfere with any efforts by Authority to contract with any other individual or entity for the

provision of services or to interfere in any way with any relationship between Authority and any

provider that may replace Contractor.

37.4 No Hearing Rights. Termination of this Agreement by Authority or KMC for any

reason shall not provide Contractor or Group Physicians the right to a fair hearing or the other

rights more particularly set forth in the KMC medical staff bylaws.

38. Time of Essence. Time is hereby expressly declared to be of the essence of this

Agreement and of each and every provision hereof, and each such provision is hereby made and

declared to be a material, necessary and essential part of this Agreement.

39. Liability of Authority. The liabilities or obligations of Authority with respect to its

activities pursuant to this Agreement shall be the liabilities or obligations solely of Authority and

shall not be or become the liabilities or obligations of the County of Kern or any other entity,

including the state of California.

[Signatures follow on next page]

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IN WITNESS TO THE FOREGOING, the parties have executed this Agreement as of

the day and year first written above.

KERN VASCULAR CALL GROUP, INC.

By_______________________

Hao D. Bui, M.D.

Its President

KERN COUNTY HOSPITAL AUTHORITY

By_______________________

Chairman

Board of Governors

APPROVED AS TO CONTENT:

KERN MEDICAL CENTER

By_______________________

Russell V. Judd

Chief Executive Officer

APPROVED AS TO FORM:

LEGAL SERVICES DEPARTMENT

By_______________________

VP & General Counsel

Kern County Hospital Authority

Agreement.Bui.112117

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EXHIBIT “A”

IRS FORM W-9

17

EXHIBIT “B”

INSURANCE

With respect to performance of work under this Agreement, Contractor shall maintain and shall

require all of its subcontractors, consultants, and other agents to maintain insurance as described

below unless such insurance has been expressly waived in writing by Authority. Any

requirement for insurance to be maintained after completion of the work shall survive the

termination or expiration of this Agreement.

Authority reserves the right to review any and all of the required insurance policies and/or

endorsements, but has no obligation to do so. Failure to demand evidence of full compliance

with the insurance requirements set forth in this Agreement or failure to identify any insurance

deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its

obligation to maintain the required insurance at all times during the performance of this

Agreement.

1. Workers’ Compensation and Employers Liability Insurance:

(a) Required if Contractor has employees. If Contractor currently has no employees,

Contractor’s written confirmation of such will be required before execution of this

Agreement. If Contractor engages any employees during the term of this

Agreement or any extensions thereof, Contractor agrees to obtain the specified

Workers’ Compensation and Employers Liability insurance.

(b) Workers’ Compensation insurance with statutory limits as required by the California

Labor Code.

(c) Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per

employee; $1,000,000 Disease per policy.

(d) Waiver of Subrogation: The Workers’ Compensation policy shall be endorsed with a

waiver of subrogation in favor of Authority for all work performed by Contractor, its

employees, agents and subcontractors.

(e) Required Evidence of Insurance: Certificate of Insurance.

2. General Liability Insurance:

(a) Commercial General Liability Insurance on a standard occurrence form, no less

broad than Insurance Services Office (ISO) form CG 00 01.

(b) Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate;

$2,000,000 Products/Completed Operations Aggregate. The required limits may be

provided by a combination of General Liability Insurance and Commercial

Umbrella Liability Insurance. If Contractor maintains higher limits than the

specified minimum limits, Authority requires and shall be entitled to coverage for

the higher limits maintained by Contractor.

(c) If Contractor has no Owned automobiles, the General Liability policy shall include

Non-Owned and Hired Automobile Liability in the amount of $1,000,000 combined

single limit per accident.

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(d) Any deductible or self-insured retention shall be shown on the Certificate of

Insurance. If the deductible or self-insured retention exceeds $25,000 it must be

approved in advance by Authority. Contractor is responsible for any deductible or

self-insured retention and shall fund it upon Authority’s written request, regardless

of whether Contractor has a claim against the insurance or is named as a party in

any action involving Authority.

(e) Authority shall be named as an additional insured for liability arising out of

operations by or on behalf of Contractor in the performance of this Agreement. See

section 5 below for full Additional Insured wording.

(f) The insurance provided to Authority as an additional insured shall be primary to

and non-contributory with any insurance or self-insurance program maintained by

Authority.

(g) The policy definition of “insured contract” shall include assumptions of liability

arising out of both ongoing operations and the products-completed operations

hazard (broad form contractual liability coverage including the “f” definition of

insured contract in ISO form CG 00 01, or equivalent).

(h) The policy shall cover inter-insured suits between Authority and Contractor and

include a “separation of insureds” or “severability” clause which treats each insured

separately.

(i) Required Evidence of Insurance: (i) Copy of the additional insured endorsement or

policy language granting additional insured status; and (ii) Certificate of Insurance.

3. Automobile Liability Insurance:

(a) Minimum Limits: $1,000,000 combined single limit per accident for bodily injury

and property damage.

(b) Insurance shall apply to all Owned autos. If Contractor currently owns no autos,

Contractor agrees to obtain such insurance should any autos be acquired during the

term of this Agreement or any extensions thereof.

(c) Insurance shall include coverage for Non-Owned and Hired autos. (See

requirements in section 1(c) above if there is no separate Automobile Liability

coverage.)

(d) Authority shall be named as an additional insured for liability arising out of

operations by or on behalf of Contractor in the performance of this Agreement. See

section 5 for full Additional Insured wording.

(e) Required Evidence of Insurance: Certificate of Insurance.

4. Standards for Insurance Companies: Insurers shall have an A.M. Best’s rating of at least

A;VII.

5. Additional Insured Wording: “Kern County Hospital Authority, its officers, officials,

employees and volunteers” are to be named as Additional Insureds as per each section

where noted above.

6. Claims Made Policies: If any of the required policies provide coverage on a claims-made

basis:

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(a) The Retroactive Date must be shown and must be before the Effective Date of the

Agreement or the beginning of contract work.

(b) Insurance must be maintained and evidence of insurance must be provided for at

least five (5) years after completion of the contract work.

(c) If coverage is canceled or non-renewed, and not replaced with another claims-made

policy form with a Retroactive Date prior to the contract effective date, Contractor

must purchase “extended reporting” coverage for a minimum of five (5) years after

completion of the contract work.

7. Documentation:

(a) The Certificate of Insurance must include the following reference: “Agreement for

Professional Services.” (b) All required Evidence of Insurance shall be submitted prior to the execution of this

Agreement. Contractor agrees to maintain current Evidence of Insurance on file

with Authority for the entire term of this Agreement and any additional periods if

specified in sections 1, 2 or 3 above.

(c) The name and address for the Certificates of Insurance and Additional Insured

endorsements is: Kern County Hospital Authority, c/o Kern Medical Center, 1700

Mount Vernon Avenue, Bakersfield, California 93306.

(d) Required Evidence of Insurance shall be submitted for any renewal or replacement

of a policy that already exists, at least 10 days before expiration or other termination

of the existing policy.

(e) Contractor shall provide immediate written notice if: (i) any of the required

insurance policies is terminated; (ii) the limits of any of the required policies are

reduced; or (iii) the deductible or self-insured retention is increased.

(f) Upon written request, certified copies of required insurance policies must be

provided to Authority within 30 days.

8. Policy Obligations: Contractor’s indemnity and other obligations shall not be limited by

the foregoing insurance requirements.

9. Material Breach: If Contractor fails to maintain the insurance required by this Agreement,

it shall be deemed a material breach of this Agreement. Authority, at its sole option, may

terminate this Agreement and obtain damages from Contractor resulting from said breach.

Alternatively, Authority may purchase the required insurance, and without further notice

to Contractor, Authority may deduct from sums due to Contractor any premium costs

advanced by Authority for such insurance. These remedies shall be in addition to any

other remedies available to Authority.

[Intentionally left blank]




December 13, 2017 Subject: Proposed retroactive Amendment No. 1 to Agreement with Eugene H. Roos, DO Recommended Action: Approve; Authorize Chairman to sign Summary: Kern Medical requests your Board approve the proposed Amendment No. 1 with Eugene H. Roos, D.O., an independent contractor, for professional medical services in the Department of Radiology, extending the term for one year from December 17, 2017 through December 16, 2018, and increasing the maximum payable by $385,000, from $730,000 to $1,115,000, to cover the extended term.




December 13, 2017 Subject: Request to employ retired Kern County Hospital Authority employee Rosa Martinez Recommended Action: Approve Summary: Kern Medical is requesting approval to employ retired Kern County Hospital Authority employee Rosa Martinez, as Extra Help Physician Assistant, for the period ending June 30, 2018, or 960 hours, whichever occurs first, effective December 14, 2017. Ms. Martinez has the requisite experience and skill set needed to perform the work for which she is being reemployed. Ms. Martinez will be reemployed for a limited duration to fill voids in staffing in the Department of Family Medicine. The Public Employee Pension Reform Act (PEPRA) sets forth post‐retirement employment requirements for all KCERA retirees returning to work for a KCERA employer. The authority is a designated KCERA employer. Under PEPRA, a retiree may be reemployed up to a maximum of 960 hours per fiscal year, subject to approval by your Board. Therefore, it is recommended that your Board approve the reemployment of Rosa Martinez, as Extra Help Physician Assistant, effective December 14, 2017.




December 13, 2017

Subject: Proposed Agreements with McKesson Technologies LLC

Recommended Action: Approve; authorize Chairman to sign

Summary: On November 15, 2017, your Board approved the following agreements with McKesson for imaging and workflow solutions: • IWS‐249089 Enterprise Viewer, Vendor Neutral Archive, Test Server • IWS‐249098 Workflow Intelligence (Queue Management, Peer Review, Critical Results) • IWS‐248055 Cardiac PACS, EKG • IWS‐166248 PACS, Powerscribe Update After the November Board meeting, we realized that we needed to adjust the payment terms for all IWS contracts to coincide more accurately with the Cerner implementation. The payment terms have been adjusted to the following: • 25% Due 6 months after signing date • 50% Due the earlier of:

‐ System installation date but no earlier than 6 Months after signing date or ‐ 12 Months after signing date

• 25% Due the earlier of: ‐ Completion of Testing Period (typically 30 Days after system installation date) or ‐ 12 Months after signing date

With these changes, we also request approval for the inclusion of Conversion Services for IWS‐166248 from CareView Open Vista to Cerner Millennium in 2019. The net change in cost is as follows over seven (7) years, effective December 13, 2017: • Maintenance Agreement No Change • Enterprise Viewer, VNA $(40,788.25) • Workflow Intelligence No Change • Cardiac PACS, EKG No Change • PACS, Powerscribe $37,520.73 • Net Change $(3,267.52) Total Cost $4,544,192 Please note Counsel is unable to approve Agreement IWS‐166248 as to form due to non‐standard terms which include non‐negotiable language from a third‐party vendor, Nuance which includes an early termination fee in the amount of any unpaid value of the contract, no non‐appropriation language, confidentiality language, and automatic agreement renewal.

The proposed agreement with McKesson is available to review in the Administrative Office at Kern Medical.

Kern Medical 1700 Mt. Vernon Avenue

Bakersfield, CA 93306 661-326-2102




December 13, 2017 Subject: Request to employ retired Kern County Hospital Authority employee Scott Cote Recommended Action: Approve Summary: Kern Medical is requesting approval to employ retired Kern County Hospital Authority employee Scott Cote, as Extra Help Clinical Pharmacist, for the period ending June 30, 2018, or 960 hours, whichever occurs first, effective December 14, 2017. The Public Employee Pension Reform Act (PEPRA) sets forth post‐retirement service and employment requirements for all KCERA retirees returning to work for a KCERA employer. The authority is a designated KCERA employer. Under PEPRA service requirements, a retiree may be reemployed up to a maximum of 960 hours per fiscal year, subject to approval by your Board. In addition to the service requirements, Dr. Cote is also subject to the employment requirements under PEPRA, which provide that a retired public employee is not eligible for post‐retirement employment for a period of 180 days following the date of retirement unless the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by your Board. The appointment may not be placed on the consent agenda. Dr. Cote retired effective December 8, 2017. Dr. Cote has worked at Kern Medical for 26 years, most of that time as a clinical pharmacist in the ICU and outpatient clinics, and has the requisite experience and skill set needed to perform the work for which he is being reemployed. Kern Medical has a critical need to reemploy Dr. Cote immediately, to ensure there is sufficient coverage for the ICU and clinics. Kern Medical has seven clinical pharmacists who cover a very busy service. Currently there are three vacancies and one individual out on a leave of absence. There is a high demand for clinical pharmacists; they are in short supply, especially in Kern County, and in particular clinical pharmacists with Dr. Cote’s experience. Due to these factors, recruitment of a clinical pharmacist to replace Dr. Cote is expected to take months. Given the current staffing levels, and in the absence of a clinical pharmacist with Dr. Cote’s experience, patient care could be compromised. Dr. Cote will be reemployed for a limited duration to fill those voids in staffing, while Kern Medical continues to recruit for another full time clinical pharmacist. Therefore, it is recommended that your Board approve the reemployment of Scott Cote, as Extra Help Clinical Pharmacist, effective December 14, 2017.




December 13, 2017 Subject: Budget Variances for Operating Expenses – October 2017 Recommended Action: Receive and File Summary: For October 2017, most operating expenses and statistics remain fairly well in line with budgeted expectations. Total gross charges and operating expenses have favorable budget variances on both a month to date and on a year to date basis. The following items have budget variances for the month of October 2017: Gross Operating Revenue:

Gross operating revenue for the month of October 2017 has a $4.5M favorable variance. Gross revenue has steadily increased over the past two years due to improved efficiency in all aspects of revenue cycle management. Gross revenue has increased 10% over October 2016 and 20% since October 2015.

Indigent Funding:

Each month, Kern Medical only recognizes ninety‐five percent of the total accrued amount receivable from indigent funding. This is a conservative approach that reserves five percent of the total receivable indigent funding to account for the possibility that some funding could be taken back by the funding sources at a later time due to changes in calculations or in the method that funds are allocated among California’s public hospitals.

Benefits:

Benefits expense has a favorable budget variance for the month of October 2017 and on a year to date basis due mainly due to compensated absences for physicians and residents being budgeted disproportionately higher during the first quarter of FY 2018, rather than being spread more proportionately throughout the year. Benefits expense should stabilize on a year to date basis as Kern Medical progresses through the year.

Registry Nurses:

Registry nurses expense has an unfavorable budget variance on both a month to date and a year to date basis. Kern Medical continues to rely on contracted nurse staffing to supplement the nursing departments while aggressively trying to recruit full time employed nurses.

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Other Professional Fees:

Other professional fees have large a favorable budget variance for the month of October mainly due to the receipt of $1.9 million from Clinica Sierra Vista to true‐up our contractual agreement with them. Kern Medical has also reduced its monthly accrual for legal expenses over the past two months and is no longer accruing for AMF Media advertising expenses.

Purchased Services:

Purchased services has an unfavorable budget variance for the month of October 2017 due to a back log of out of network services expensed during the current month. Patients that need health care services that are not currently provided by Kern Medical are often referred to other health care providers to perform the services for the patients. These providers then bill Kern Medical for the services provided for our patients. Medical services performed for Kern Medical patients by providers outside of Kern Medical are classified as out of network services in the Kern Medical financial statements.

Other Expenses:

Other expenses have an unfavorable budget variance for the month of October 2017 mainly due to repairs and maintenance expenses for miscellaneous maintenance projects throughout the hospital and clinics.

BOARD OF GOVERNORS’ FINANCIAL REPORTKERN MEDICAL – OCTOBER 2017

DECEMBER 2017



BOARD OF GOVERNORS

KERN COUNTY HOSPITAL AUTHORITY REGULAR MEETING December 13, 2017 Subject: Kern County Hospital Authority, Chief Executive Officer Report Recommended Action: Receive and File Summary: The Chief Executive Officer has provided the attached 3‐month trend Analysis: Volume and Strategic Indicators for Kern Medical.

BOARD OF GOVERNORS’ VOLUMES REPORTKERN MEDICAL – OCTOBER 2017

DECEMBER 2017


PUBLIC STATEMENT REGARDING CLOSED SESSION

Health and Safety Code Section 101855(j)(2) On the recommendation of the Chief Executive Officer, the Board of Governors will hold a closed session on December 13, 2017, to discharge its responsibility to evaluate and improve the quality of care rendered by health facilities and health practitioners. The closed session involves: X Request for Closed Session regarding peer review of health practitioners (Health and Safety Code Section 101855(j)(2)) –



Government Code Section 54956.9 Based on the advice of Counsel, the Board of Governors is holding a closed session on December 13, 2017, to confer with, or receive advice from Counsel regarding pending litigation, because discussion in open session concerning this matter would prejudice the position of the authority in the litigation. The closed session involves: X CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION

(Government Code Section 54956.9(d)(1)) Name of case: Faried Banimahd, M.D. v. County of Kern, et al., Kern County Superior Court, Case No. S-1500-CV-283225 LHB –




(Government Code Section 54956.9(d)(1)) Name of case: Ms. Tammy Arroyo v. County of Kern, et al., Kern County Superior Court, Case No. BCV-17-101712 SDS –




(Government Code Section 54956.9(d)(1)) Name of case: Farzin Tayefeh, M.D., et al. v. County of Kern, et al., Kern County Superior Court, Case No. BCV-15-100647 LHB –